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Houston, TX 77046
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, including Area Code)
11 Greenway Plaza, Suite 2500, Houston, TX 77046
(Name and Address of Agent for Service of Process)
LAURIE SIMPSON, ESQUIRE | MATTHEW R. DICLEMENTE, ESQUIRE | |
Invesco Advisers, Inc. | Stradley Ronon Stevens and Young, LLP | |
Two Peachtree Pointe | 2600 One Commerce Square | |
1555 Peachtree Street, N.E., Suite 1800 | Philadelphia, PA 19103 | |
Atlanta, Georgia 30309 |
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§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Mr. Philip Taylor
President and Principal Executive Officer
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11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, 2011
• | Prospectuses for the Target Fund and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Fund and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund. |
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EXHIBIT A Outstanding Shares of the Target Fund | A-1 | |||
EXHIBIT B Ownership of the Target Fund | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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Investment Objectives | ||
Target Fund | Acquiring Fund | |
The Target Fund’s investment objective is to seek to provide its shareholders with capital appreciation and current income. | The Acquiring Fund’s investment objective is long-term growth of capital and, secondarily, current income. |
Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | 5.50 | % | 5.50 | % | ||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.75 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 0.55 | %1 | 0.54 | % | 0.52 | % |
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.45 | %1 | 1.55 | % | 1.53 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.13 | % | 0.00 | % | 0.20 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.32 | %1, 2 | 1.55 | % | 1.33 | %3 |
Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class B | Class B | Class B | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.75 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.55 | %1 | 0.54 | % | 0.52 | % | ||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 2.20 | %1 | 2.30 | % | 2.28 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.13 | % | 0.00 | % | 0.20 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.07 | %1, 2 | 2.30 | % | 2.08 | %3 |
Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class C | Class C | Class C | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.75 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.55 | %1 | 0.54 | % | 0.52 | % | ||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 2.20 | %1 | 2.30 | % | 2.28 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.13 | % | 0.00 | % | 0.20 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.07 | %1, 2 | 2.30 | % | 2.08 | %3 |
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class Y | Class Y | Class Y | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.75 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.55 | %1 | 0.54 | % | 0.52 | % | ||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.20 | %1 | 1.30 | % | 1.28 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.13 | % | 0.00 | % | 0.20 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.07 | %1, 2 | 1.30 | % | 1.08 | %3 |
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Target Fund (March 31, 2010) and the Acquiring Fund (April 30, 2010). Pro forma numbers are estimated as if the Reorganization had been completed as of May 1, 2009 and do not include the estimated costs of the Reorganization. The Target Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganizations” below. | |
** | Unless otherwise indicated in the table above, Acquired Fund Fees and Expenses are less than 0.01%. | |
1. | Based on estimated amounts for the current fiscal year. | |
2. | Invesco Advisers, the Target Fund’s adviser, has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 1.32%, Class B shares to 2.07%, Class C shares to 2.07% and Class Y shares to 1.07% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
3. | Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2013, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 1.32%, Class B shares to 2.07%, Class C shares to 2.07% and Class Y shares to 1.07% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund — Class A | $ | 677 | $ | 959 | $ | 1,275 | $ | 2,168 | ||||||||
Acquiring Fund — Class A | $ | 699 | $ | 1,013 | $ | 1,348 | $ | 2,294 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class A (assuming the Reorganization is completed) | $ | 678 | $ | 969 | $ | 1,302 | $ | 2,240 | ||||||||
Target Fund — Class B | $ | 710 | $ | 963 | $ | 1,355 | $ | 2,323 | ||||||||
Target Fund — Class B (if you did not redeem your shares) | $ | 210 | $ | 663 | $ | 1,155 | $ | 2,323 | ||||||||
Acquiring Fund — Class B | $ | 733 | $ | 1,018 | $ | 1,430 | $ | 2,448 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 233 | $ | 718 | $ | 1,230 | $ | 2,448 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class B (assuming the Reorganization is completed) | $ | 711 | $ | 973 | $ | 1,383 | $ | 2,395 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 211 | $ | 673 | $ | 1,183 | $ | 2,395 | ||||||||
Target Fund — Class C | $ | 310 | $ | 663 | $ | 1,155 | $ | 2,513 | ||||||||
Target Fund — Class C (if you did not redeem your shares) | $ | 210 | $ | 663 | $ | 1,155 | $ | 2,513 | ||||||||
Acquiring Fund — Class C | $ | 333 | $ | 718 | $ | 1,230 | $ | 2,636 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 233 | $ | 718 | $ | 1,230 | $ | 2,636 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class C (assuming the Reorganization is completed) | $ | 311 | $ | 673 | $ | 1,183 | $ | 2,584 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 211 | $ | 673 | $ | 1,183 | $ | 2,584 | ||||||||
Target Fund — Class Y | $ | 109 | $ | 355 | $ | 634 | $ | 1,431 | ||||||||
Acquiring Fund — Class Y | $ | 132 | $ | 412 | $ | 713 | $ | 1,568 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class Y (assuming the Reorganization is completed) | $ | 110 | $ | 365 | $ | 663 | $ | 1,509 |
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1 Year | 5 Years | 10 Years | ||||||||||
Acquiring Fund — Investor Class (inception date: 06/02/86) | ||||||||||||
Return Before Taxes | 9.45 | % | 2.37 | % | -0.08 | % | ||||||
Return After Taxes on Distributions | 8.65 | % | 1.96 | % | -0.67 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 6.27 | % | 1.94 | % | -0.30 | % | ||||||
Invesco Van Kampen Utility Fund — Class A1,2 (inception date: 07/28/93) | ||||||||||||
Return Before Taxes | 0.56 | % | -0.74 | % | 0.04 | % | ||||||
Return After Taxes on Distributions | -0.64 | % | -1.33 | % | -0.89 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.57 | % | -0.75 | % | -0.32 | % |
1. | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. | |
2. | The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Van Kampen Asset Management and was reorganized into the Target Fund on June 1, 2010. The returns of the Target Fund are different from the predecessor fund as they had different expenses and sales charges. |
• | Invesco Asset Management Deutschland GmbH; | |
• | Invesco Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. | |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Active Trading Risk. The Fund may engage in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return and increased tax liability. | Target Fund | |
Market Risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations. | Acquiring Fund Target Fund | |
Utilities Sector Risk. The following factors may affect the Fund’s investments in the utilities sector: governmental regulation, economic factors, ability of the issuer to obtain financing, prices of natural resources and risks associated with nuclear power. | Acquiring Fund Target Fund | |
Credit Risk. Credit risk refers to an issuer’s ability to make timely payments of interest and principal. Noninvestment grade securities or junk bonds are considered speculative by recognized rating agencies with respect to the issuer’s continuing ability to pay interest and principal, and such securities have less liquidity and a higher incidence of default than investments in higher-grade securities. | Target Fund | |
Income Risk. The ability of the Fund’s common stocks and preferred stocks to generate income generally depends on the earnings and the continuing declaration of dividends by the issuers of such securities. The interest on the Fund’s debt securities, including convertible bonds, is generally affected by prevailing interest rates, which can vary widely over the short- and long-term. | Target Fund | |
High Yield Bond (Junk Bond) Risk. Junk bonds involve a greater risk of default or price changes due to changes in the credit quality of the issuer. The values of junk bonds fluctuate more than those of high-quality bonds in response to company, political, regulatory or economic developments. Values of junk bonds can decline significantly over short periods of time. | Target Fund | |
Foreign Securities Risk. The value of the Fund’s foreign investments may be adversely affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies. | Acquiring Fund Target Fund | |
Limited Number of Holdings Risk. The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund. | Acquiring Fund Target Fund | |
Risks of Derivatives. Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the instruments may not be liquid. | Acquiring Fund Target Fund | |
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Fund |
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Principal Risk | Funds Subject to Risk | |
Small- and Mid-Capitalization Risk. Stocks of small and mid sized companies tend to be more vulnerable to adverse developments and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price. | Acquiring Fund | |
Sector Fund Risk. The Fund’s investments are concentrated in a comparatively narrow segment of the economy, which may make the Fund more volatile. | Acquiring Fund Target Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |
Class A | Class A | |
Class B | Class B | |
Class C | Class C | |
Class Y | Class Y |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Target Fund | Acquiring Fund | |||||||
(000,000s) | (000,000s) | |||||||
at 3/31/2010 | at 4/30/2010 | |||||||
Aggregate capital loss carryovers on a tax basis (1) | ($15.7 | ) | ($16.5 | ) | ||||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | ($7.9 | ) | $ | 12.9 | ||||
Aggregate Net Asset Value | $ | 119.2 | $ | 229.3 | ||||
Approximate annual limitation (2) | $ | 4.7 | N/A |
(1) | Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
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Estimated Portion | ||||||||||||
of Total | ||||||||||||
Reorganization | ||||||||||||
Estimated Total | Costs to be Paid | |||||||||||
Estimated Proxy | Reorganization | by the Target | ||||||||||
Solicitation Costs | Costs | Fund | ||||||||||
Target Fund | $ | 132,000 | $ | 170,000 | $ | 0 |
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Invesco Van | |||||||||||||||||
Kampen Utility | Pro Forma | Acquiring Fund (pro | |||||||||||||||
Fund | Acquiring Fund | Adjustments | forma) | ||||||||||||||
Net assets (all classes)1 | $ | 114,046,392 | $ | 222,358,925 | $ | — | $ | 336,405,317 | |||||||||
Class A net assets | $ | 94,737,467 | $ | 128,597,062 | $ | — | 2 | $ | 223,334,529 | ||||||||
Class A shares outstanding | 5,461,049 | 8,821,671 | 1,037,524 | 3 | 15,320,244 | ||||||||||||
Class A net asset value per share | $ | 17.35 | $ | 14.58 | $ | 14.58 | |||||||||||
Class B net assets | $ | 10,566,069 | $ | 14,725,294 | $ | — | 2 | $ | 25,291,363 | ||||||||
Class B shares outstanding | 612,210 | 1,007,397 | 110,550 | 3 | 1,730,157 | ||||||||||||
Class B net asset value per share | $ | 17.26 | $ | 14.62 | $ | 14.62 | |||||||||||
Class C net assets | $ | 8,554,266 | $ | 12,673,975 | $ | — | 2 | $ | 21,228,241 | ||||||||
Class C shares outstanding | 495,829 | 859,882 | 84,432 | 3 | 1,440,143 | ||||||||||||
Class C net asset value per share | $ | 17.25 | $ | 14.74 | $ | 14.74 | |||||||||||
Class Y net assets | $ | 188,590 | $ | 1,082,357 | $ | — | 2 | $ | 1,270,947 | ||||||||
Class Y shares outstanding | 10,874 | 73,645 | 1,953 | 3 | 86,472 | ||||||||||||
Class Y net asset value per share | $ | 17.34 | $ | 14.70 | $ | 14.70 |
1. | The Acquiring Fund and Target Fund currently have Class A, Class, B, Class C and Class Y shares outstanding. The Acquiring Fund also currently offers Investor Class and Institutional Class shares. | |
2. | Invesco will bear 100% of the Reorganization expenses of Invesco Van Kampen Utility Fund. As a result, there are no pro forma adjustments to net assets. | |
3. | Shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund shareholder accounts based on the relative value of the Target Fund and the Acquiring Fund’s Net Asset Value Per Share assuming the Reorganization would have taken place on September 30, 2010. |
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Target Fund/Share Classes | Number of Shares Outstanding | |
Class A | ||
Class B | ||
Class C | ||
Class Y |
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Number of | Percent Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____ | % |
* | AIM Sector Funds (Invesco Sector Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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Number of | Percent Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____ | % |
* | AIM Sector Funds (Invesco Sector Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
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4. | REPRESENTATIONS AND WARRANTIES |
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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Net Asset | Less Distributions | Ratio of | Ratio of Net | |||||||||||||||||||||||||||||||||||||||||||||||||
Value, | Net | Net Realized | Total from | from Net | Less Distributions | Net Asset | Net Assets at | Expenses | Investment | |||||||||||||||||||||||||||||||||||||||||||
Beginning | Investment | and Unrealized | Investment | Investment | from Net | Total | Value, End | Total | End of Period | to Average | Income to Average | Portfolio | ||||||||||||||||||||||||||||||||||||||||
of Period | Income(a) | Gain/Loss | Operations | Income | Realized Gain | Distributions | of Period | Return | (In millions) | Net Assets | Net Assets | Turnover | ||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 14.63 | .55 | 2.09 | 2.64 | .57 | -0- | .57 | $ | 16.70 | 18.05 | %(b) | $ | 97.5 | 1.45 | % | 3.37 | % | 325 | % | ||||||||||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 14.56 | .43 | 2.08 | 2.51 | .45 | -0- | .45 | $ | 16.62 | 17.25 | %(c) | $ | 12.3 | 2.20 | % | 2.63 | % | 325 | % | ||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 14.56 | .43 | 2.07 | 2.50 | .45 | -0- | .45 | $ | 16.61 | 17.18 | %(d) | $ | 8.6 | 2.20 | % | 2.63 | % | 325 | % | ||||||||||||||||||||||||||||||||
Class Y [listed as Class I in Financial Highlights] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 14.62 | .57 | 2.12 | 2.69 | .61 | N/A | N/A | $ | 16.70 | 18.42 | %(e) | $ | 784.7 | 1.20 | % | 3.38 | % | 325 | % |
(a) | Based on average shares outstanding. | |
(b) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.75% or contingent deferred sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(c) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 4%, charged on certain redemptions made within one year of purchase and declining to 0% after the sixth year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(d) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(e) | Assumes reinvestment of all distributions for the period. This return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
E-1
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![]() | |
§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
Table of Contents
Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Target Fund | Acquiring Fund | |
Invesco Small-Mid Special Value Fund Invesco Special Value Fund Invesco U.S. Small/Mid Cap Value Fund Invesco U.S. Small Cap Value Fund | Invesco Van Kampen Small Cap Value Fund |
Mr. Philip Taylor
President and Principal Executive Officer
Table of Contents
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, [2011]
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• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statement of Additional Information (“SAI”) for the Target Funds and the Acquiring Fund. |
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Exhibits | ||||
EXHIBIT A Outstanding Shares of the Target Funds | A-1 | |||
EXHIBIT B Ownership of the Target Funds | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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1
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Target Funds | Acquiring Fund | |
Small-Mid Special Value Fund | Small Cap Value Fund | |
Special Value Fund | — seek capital appreciation | |
U.S. Small/Mid Cap Value Fund | ||
— seek long term capital appreciation | ||
U.S. Small Cap Value Fund | ||
— seek above-average total return over a market cycle of three to five years |
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Combined Pro Forma | ||||||||||||||||||||||||||||||||
Small-Mid | ||||||||||||||||||||||||||||||||
Special Value | ||||||||||||||||||||||||||||||||
Fund | ||||||||||||||||||||||||||||||||
+ | ||||||||||||||||||||||||||||||||
Current | Acquiring | |||||||||||||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||||||||||||||
U.S. | Acquiring | Target Funds | (assumes only | |||||||||||||||||||||||||||||
Small- | Small- | Small/ | U.S. | Fund | + | Reorganization | ||||||||||||||||||||||||||
Mid | Mid | Mid | Small | Small | Acquiring Fund | with Small-Mid | ||||||||||||||||||||||||||
Special | Special | Special | Cap | Cap | Cap | (assumes all four | Special Value | |||||||||||||||||||||||||
Value | Value | Value | Value | Value | Value | Reorganizations | Fund is | |||||||||||||||||||||||||
Fund | Fund | Fund | Fund | Fund | Fund | are completed) | completed) | |||||||||||||||||||||||||
Class A | Class B1 | Class A | Class A | Class A | Class A | Class A | Class A | |||||||||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | None | 5.50 | % | 5.50 | % | 5.50 | % | 5.50 | % | 5.50 | % | 5.50 | % | |||||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | 5.00 | % | None | None | None | None | None | None | |||||||||||||||||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | None | 2.00 | %2 | None | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | |||||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||||||||||
Management Fees | 0.67 | % | 0.67 | % | 0.67 | % | 0.67 | % | 0.67 | % | 0.66 | % | 0.64 | % | 0.66 | % | ||||||||||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.20 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.24 | % | ||||||||||||||||
Other Expenses | 0.58 | %3 | 0.58 | %3 | 0.24 | %3 | 0.85 | %3 | 0.15 | %3 | 0.36 | %3 | 0.24 | % | 0.36 | % | ||||||||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.00 | % | 0.00 | % | 0.01 | %3 | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||||
Total Annual Fund Operating Expenses | 1.50 | %3 | 1.45 | %3 | 1.16 | %3 | 1.78 | %3 | 1.07 | %3 | 1.27 | %3 | 1.13 | % | 1.26 | % | ||||||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.04 | %4 | 0.04 | %4 | 0.00 | % | 0.26 | %4 | 0.00 | % | 0.00 | % | 0.10 | %5 | 0.00 | % | ||||||||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.46 | %3 | 1.41 | %3 | 1.16 | %3 | 1.52 | %3 | 1.07 | %3 | 1.27 | %3 | 1.03 | % | 1.26 | % | ||||||||||||||||
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Combined Pro Forma | ||||||||||||||||||||||||
[Small-Mid Special | ||||||||||||||||||||||||
Value] Fund | ||||||||||||||||||||||||
+ | ||||||||||||||||||||||||
Acquiring Fund | ||||||||||||||||||||||||
Current | Target Funds | (assumes only | ||||||||||||||||||||||
Target Funds | Acquiring | + | Reorganization | |||||||||||||||||||||
U.S. | Fund | Acquiring Fund | with Small-Mid | |||||||||||||||||||||
Special | Small/Mid | U.S. Small | Small Cap | (assumes all four | Special Value | |||||||||||||||||||
Value | Cap Value | Cap Value | Value | Reorganizations | Fund is | |||||||||||||||||||
Fund | Fund | Fund | Fund | are completed) | completed) | |||||||||||||||||||
Class B | Class B | Class B | Class B | Class B | Class B | |||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | None | ||||||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | ||||||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/ exchanged) | 2.00 | %2 | None | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | |||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||
Management Fees | 0.67 | % | 0.67 | % | 0.67 | % | 0.66 | % | 0.64 | % | 0.66 | % | ||||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 0.61 | %6 | 0.82 | %7 | 0.61 | % | ||||||||||||
Other Expenses | 0.24 | %3 | 0.85 | %3 | 0.15 | %3 | 0.36 | %3 | 0.24 | % | 0.36 | % | ||||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | %3 | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses | 1.91 | %3 | 2.53 | %3 | 1.82 | %3 | 1.63 | %3 | 1.70 | % | 1.63 | % | ||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.26 | %4 | 0.00 | % | 0.00 | % | 0.30 | %5 | 0.00 | % | ||||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.91 | %3 | 2.27 | %3 | 1.82 | %3 | 1.63 | %3 | 1.40 | % | 1.63 | % | ||||||||||||
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Combined Pro Forma | ||||||||||||||||||||||||||||
Small-Mid | ||||||||||||||||||||||||||||
Special Value | ||||||||||||||||||||||||||||
Fund | ||||||||||||||||||||||||||||
+ | ||||||||||||||||||||||||||||
Current | Acquiring Fund | |||||||||||||||||||||||||||
Target Funds | Target Funds | (assumes only | ||||||||||||||||||||||||||
U.S. | Acquiring | + | Reorganization | |||||||||||||||||||||||||
Small-Mid | U.S. | Small | Fund | Acquiring Fund | with Small-Mid | |||||||||||||||||||||||
Special | Special | Small/Mid | Cap | Small Cap | (assumes all four | Special Value | ||||||||||||||||||||||
Value | Value | Cap Value | Value | Value | Reorganizations | Fund is | ||||||||||||||||||||||
Fund | Fund | Fund | Fund | Fund | are completed) | completed) | ||||||||||||||||||||||
Class C | Class C | Class C | Class C | Class C | Class C | Class C | ||||||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | None | None | |||||||||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | 2.00 | %2 | None | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | ||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||||||
Management Fees | 0.67 | % | 0.67 | % | 0.67 | % | 0.67 | % | 0.66 | % | 0.64 | % | 0.66 | % | ||||||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||||
Other Expenses | 0.58 | %3 | 0.24 | %3 | 0.85 | %3 | 0.15 | %3 | 0.36 | %3 | 0.24 | % | 0.36 | % | ||||||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.00 | % | 0.01 | %3 | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||
Total Annual Fund Operating Expenses | 2.25 | %3 | 1.91 | %3 | 2.53 | %3 | 1.82 | %3 | 2.02 | %3 | 1.88 | % | 2.02 | % | ||||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.04 | %4 | 0.00 | % | 0.26 | %4 | 0.00 | % | 0.00 | % | 0.10 | %5 | 0.00 | % | ||||||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.21 | %3 | 1.91 | %3 | 2.27 | %3 | 1.82 | %3 | 2.02 | %3 | 1.78 | % | 2.02 | % | ||||||||||||||
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Combined Pro Forma | ||||||||||||||||||||||||||||
Small-Mid | ||||||||||||||||||||||||||||
Special Value | ||||||||||||||||||||||||||||
Fund | ||||||||||||||||||||||||||||
+ | ||||||||||||||||||||||||||||
Acquiring | ||||||||||||||||||||||||||||
Current | Fund | |||||||||||||||||||||||||||
Target Funds | Target Funds | (assumes only | ||||||||||||||||||||||||||
U.S. | Acquiring | + | Reorganization | |||||||||||||||||||||||||
Small-Mid | U.S. | Small | Fund | Acquiring Fund | with Small-Mid | |||||||||||||||||||||||
Special | Special | Small/Mid | Cap | Small Cap | (assumes all four | Special Value | ||||||||||||||||||||||
Value | Value | Cap Value | Value | Value | Reorganizations | Fund is | ||||||||||||||||||||||
Fund | Fund | Fund | Fund | Fund | are completed) | completed) | ||||||||||||||||||||||
Class Y | Class Y | Class Y | Class Y | Class Y | Class Y | Class Y | ||||||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | None | None | |||||||||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | None | None | |||||||||||||||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | 2.00 | %2 | None | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | 2.00 | %2 | ||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||||||
Management Fees | 0.67 | % | 0.67 | % | 0.67 | % | 0.67 | % | 0.66 | % | 0.64 | % | 0.66 | % | ||||||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None | None | None | |||||||||||||||||||||
Other Expenses | 0.58 | %3 | 0.24 | %3 | 0.85 | %3 | 0.15 | %3 | 0.36 | %3 | 0.24 | % | 0.36 | % | ||||||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.00 | % | 0.01 | %3 | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||
Total Annual Fund Operating Expenses | 1.25 | %3 | 0.91 | %3 | 1.53 | %3 | 0.82 | %3 | 1.02 | %3 | 0.88 | % | 1.02 | % | ||||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.04 | %4 | 0.00 | % | 0.26 | %4 | 0.00 | % | 0.00 | % | 0.10 | %5 | 0.00 | % | ||||||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.21 | %3 | 0.91 | %3 | 1.27 | %3 | 0.82 | %3 | 1.02 | %3 | 0.78 | % | 1.02 | % | ||||||||||||||
* | The expense ratios in the tables reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Small-Mid Special Value Fund (April 30, 2010), Special Value Fund (July 31, 2010), U.S. Small/Mid Cap Value Fund (December 31, 2009), U.S. Small Cap Value Fund (September 30, 2009), and the Acquiring Fund (March 31, 2010). Pro forma numbers are estimated as if the Reorganization had been completed as of April 1, 2009 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Special Value Fund will bear are $200,000. The Small-Mid Special |
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Value Fund, U.S. Small/Mid Cap Value Fund and U.S. Small Cap Value Fund are not expected to bear any Reorganization costs. Invesco Advisers estimates that shareholders of the Special Value Fund will recoup these costs through reduced expenses in 9 months or less. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganization” below.. | ||
** | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%. | |
1. | Holders of Small-Mid Special Value Fund Class B shares will be issued Class A shares as part of that Fund’s Reorganization. | |
2. | You may be charged a 2.00% fee if you redeem or exchange shares of the Special Value Fund, U.S. Small Cap Value Fund and the Acquiring Fund within 31 days of purchase. For shareholders of the Small-Mid Special Value Fund and U.S. Small/Mid Cap Value Fund’s shares of the Acquiring Fund that are distributed in connection with the Reorganization will not be subject to a redemption fee. | |
3. | Based on estimated amounts for the current fiscal year. | |
4. | Invesco Advisers, Inc. (“Invesco Advisers” or the “Adviser”), the Funds’ investment adviser, has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of the Small-Mid Special Value Fund’s Class A shares to 1.46%, Class B shares to 2.21%, Class C shares to 2.21% and Class Y shares to 1.21% of average daily net assets, and the U.S. Small/Mid Cap Value Fund’s Class A shares to 1.51%, Class B shares to 2.26%, Class C shares to 2.26% and Class Y shares to 1.26% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement (collectively the “Excluded Expenses”). Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
5. | Effective upon the closing of the Reorganization and provided that all of the Reorganizations are completed, the Adviser has contractually agreed through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of the Acquiring Fund’s Class A shares to 1.03%, Class B shares to 1.78%, Class C shares to 1.78% and Class Y shares to 0.78% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the Excluded Expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
6. | Reflects actual 12b-1 fees currently paid under the Acquiring Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. | |
7. | Effective upon the closing of the Reorganization and provided that all of the Reorganizations are completed, the Acquiring Fund’s distributor has agreed that through at least June 30, 2012 to waive 12b-1 fees for Class B shares to the extent necessary to limit 12b-1 fees to 0.62% of the Acquiring Fund’s average daily net assets. |
7
Table of Contents
One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Small-Mid Special Value Fund — Class A | $ | 690 | $ | 990 | $ | 1,316 | $ | 2,235 | ||||||||
Small-Mid Special Value Fund — Class B1 | $ | 644 | $ | 751 | $ | 984 | $ | 1,742 | ||||||||
Small-Mid Special Value Fund — Class B (if you did not redeem your shares) 1 | $ | 144 | $ | 451 | $ | 784 | $ | 1,742 | ||||||||
Special Value Fund — Class A | $ | 662 | $ | 898 | $ | 1,153 | $ | 1,881 | ||||||||
U.S. Small/Mid Cap Value Fund — Class A | $ | 696 | $ | 1,030 | $ | 1,414 | $ | 2,488 | ||||||||
U.S. Small Cap Value Fund— Class A | $ | 653 | $ | 872 | $ | 1,108 | $ | 1,784 | ||||||||
Acquiring Fund — Class A | $ | 672 | $ | 931 | $ | 1,209 | $ | 2,000 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class A (assuming all four Reorganizations are completed) | $ | 649 | $ | 880 | $ | 1,129 | $ | 1,841 | ||||||||
Combined Pro forma Small-Mid Special Value Fund + Acquiring Fund - Class A (assuming only Reorganization with Small-Mid Special Value Fund is completed) | $ | 671 | $ | 928 | $ | 1,204 | $ | 1,989 | ||||||||
Special Value Fund — Class B | $ | 694 | $ | 900 | $ | 1,232 | $ | 2,038 | ||||||||
Special Value Fund — Class B (if you did not redeem your shares) | $ | 194 | $ | 600 | $ | 1,032 | $ | 2,038 | ||||||||
U.S. Small/Mid Cap Value Fund — Class B | $ | 730 | $ | 1,037 | $ | 1,498 | $ | 2,641 | ||||||||
U.S. Small/Mid Cap Value Fund — Class B (if you did not redeem your shares) | $ | 230 | $ | 737 | $ | 1,298 | $ | 2,641 | ||||||||
U.S. Small Cap Value Fund— Class B | $ | 685 | $ | 873 | $ | 1,185 | $ | 1,940 | ||||||||
U.S. Small Cap Value Fund— Class B (if you did not redeem your shares) | $ | 185 | $ | 573 | $ | 985 | $ | 1,940 | ||||||||
Acquiring Fund — Class B2 | $ | 666 | $ | 814 | $ | 1,087 | $ | 1,837 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares)2 | $ | 166 | $ | 514 | $ | 887 | $ | 1,837 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class B (assuming all four Reorganizations are completed) | $ | 643 | $ | 806 | $ | 1,095 | $ | 1,832 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class B (assuming all four Reorganizations are completed)(if you did not redeem your shares) | $ | 143 | $ | 506 | $ | 895 | $ | 1,832 | ||||||||
Combined Pro forma Small-Mid Special Value] Fund + Acquiring Fund - Class B (assuming only Reorganization with Small-Mid Special Value Fund is completed) | $ | 666 | $ | 814 | $ | 1,087 | $ | 1,834 | ||||||||
Combined Pro forma Small-Mid Special Value Fund + Acquiring Fund - Class B (assuming only Reorganization with Small-Mid Special Value Fund is completed)(if you did not redeem your shares) | $ | 166 | $ | 514 | $ | 887 | $ | 1,834 | ||||||||
Small-Mid Special Value Fund — Class C | $ | 324 | $ | 695 | $ | 1,197 | $ | 2,579 | ||||||||
Small-Mid Special Value Fund — Class C (if you did not redeem your shares) | $ | 224 | $ | 695 | $ | 1,197 | $ | 2,579 | ||||||||
Special Value Fund — Class C | $ | 294 | $ | 600 | $ | 1,032 | $ | 2,233 | ||||||||
Special Value Fund — Class C (if you did not redeem your shares) | $ | 194 | $ | 600 | $ | 1,032 | $ | 2,038 | ||||||||
U.S. Small/Mid Cap Value Fund — Class C | $ | 330 | $ | 737 | $ | 1,298 | $ | 2,825 | ||||||||
U.S. Small/Mid Cap Value Fund — Class C (if you did not redeem your shares) | $ | 230 | $ | 737 | $ | 1,298 | $ | 2,825 | ||||||||
U.S. Small Cap Value Fund— Class C | $ | 285 | $ | 573 | $ | 985 | $ | 2,137 | ||||||||
U.S. Small Cap Value Fund— Class C (if you did not redeem your shares) | $ | 185 | $ | 573 | $ | 985 | $ | 2,137 | ||||||||
Acquiring Fund — Class C | $ | 305 | $ | 634 | $ | 1,088 | $ | 2,348 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 205 | $ | 634 | $ | 1,088 | $ | 2,348 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class C (assuming all four Reorganizations are completed) | $ | 281 | $ | 581 | $ | 1,007 | $ | 2,193 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class C (assuming all four Reorganizations are completed) (if you did not redeem your shares) | $ | 181 | $ | 581 | $ | 1,007 | $ | 2,193 | ||||||||
Combined Pro forma Small-Mid Special Value Fund + Acquiring Fund - Class C (assuming only Reorganization with Small-Mid Special Value Fund is completed) | $ | 305 | $ | 634 | $ | 1,088 | $ | 2,348 |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Combined Pro forma Small-Mid Special Value Fund + Acquiring Fund - Class C (assuming only Reorganization with Small-Mid Special Value Fund is completed) (if you did not redeem your shares) | $ | 205 | $ | 634 | $ | 1,088 | $ | 2,348 | ||||||||
Small-Mid Special Value Fund — Class Y | $ | 123 | $ | 388 | $ | 678 | $ | 1,504 | ||||||||
Special Value Fund — Class Y | $ | 93 | $ | 290 | $ | 504 | $ | 1,120 | ||||||||
U.S. Small/Mid Cap Value Fund — Class Y | $ | 129 | $ | 431 | $ | 784 | $ | 1,778 | ||||||||
U.S. Small Cap Value Fund— Class Y | $ | 84 | $ | 262 | $ | 455 | $ | 1,014 | ||||||||
Acquiring Fund — Class Y | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class Y (assuming all four Reorganizations are completed) | $ | 80 | $ | 271 | $ | 478 | $ | 1,075 | ||||||||
Combined Pro forma Small-Mid Special Value Fund + Acquiring Fund — Class Y (assuming only Reorganization with Small-Mid Special Value Fund is completed) | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 |
1. | Holders of Small-Mid Special Value Fund Class B shares will be issued Class A shares as part of that Fund’s Reorganization. | |
2. | Reflects actual 12b-1 fees currently paid under the Acquiring Fund 12b-1 Plan. Maximum fees payable under the Plan are 1.00%. |
10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund — Class A | ||||||||||||
Return Before Taxes | 7.53 | % | 4.48 | % | 8.76 | % | ||||||
Return After Taxes on Distributions | 7.53 | % | 3.13 | % | 7.81 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 4.90 | % | 3.67 | % | 7.53 | % | ||||||
Small-Mid Special Value Fund — Class A (inception date May 28, 2002) | ||||||||||||
Return Before Taxes | 10.01 | % | 2.48 | % | 7.41 | % | ||||||
Return After Taxes on Distributions | 10.01 | % | 0.83 | % | 6.19 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 6.51 | % | 1.94 | % | 6.36 | % |
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10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Special Value Fund — Class A | ||||||||||||
Return Before Taxes | 8.15 | % | 4.70 | % | 9.05 | % | ||||||
Return After Taxes on Distributions | 8.10 | % | 2.15 | % | 7.61 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 5.36 | % | 3.62 | % | 7.77 | % | ||||||
U.S. Small/Mid Cap Value Fund — Class A (inception date September 27, 2007) | ||||||||||||
Return Before Taxes | 8.14 | % | — | (7.44 | )% | |||||||
Return After Taxes on Distributions | 8.14 | % | — | (7.45 | )% | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | 5.29 | % | — | (6.25 | )% | |||||||
U.S. Small Cap Value Fund — Class A | ||||||||||||
Return Before Taxes | 7.62 | % | 4.61 | % | 5.64 | % | ||||||
Return After Taxes on Distributions | 7.62 | % | 3.31 | % | 4.50 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 4.95 | % | 3.60 | % | 4.46 | % |
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. The returns shown are those of the Class A shares of a predecessor fund that was advised by Van Kampen Asset Management and that was reorganized into the Acquiring Fund on June 1, 2010. The returns of the Acquiring Fund shown are different from those of the predecessor fund because the Acquiring Fund has different expenses and sales charges. |
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• | Invesco Asset Management Deutschland GmbH; | |
• | Invesco Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. | |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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§ | Buy businesses trading at a significant discount to portfolio managers’ estimate of intrinsic value. | ||
§ | Emphasize quality businesses with potential to grow intrinsic value over time. |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply. | All Funds | |
Risks of Small Capitalization Companies. Small capitalization companies often have less predictable earnings, more limited product lines, markets, distribution channels or financial resources and the management of such companies may be dependent upon one or few key people. The market movements of equity securities of small capitalization companies may be more abrupt and volatile than the market movements of equity securities of larger, more established companies or the stock market in general and are generally less liquid than equity securities of larger companies. | All Funds | |
Value Investing Risk. Value investing is subject to the risk that the valuations never improve, and the returns on value equity securities may or may not move in tandem with the returns on other styles of investing or the overall stock market. | All Funds | |
Common Stock and Other Equity Securities. In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions. Investments in convertible securities subject the Fund to the risks associated with both fixed-income securities, including credit risk and interest rate risk, and common stocks. | All Funds | |
Foreign Risks. The risks of investing in securities of foreign issuers, including emerging market issuers, can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in securities regulation and trading, and foreign taxation issues. Emerging market issuer risk is not a principal risk for the Small-Mid Special Value Fund, Special Value Fund and U.S. Small/Mid Cap Value Fund. | Acquiring Fund Small-Mid Special Value Fund Special Value Fund U.S. Small/Mid Cap Value Fund | |
Risks of Investing in REITs. Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and other expenses. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets. | Acquiring Fund Small-Mid Special Value Fund U.S. Small/Mid Cap Value Fund | |
Risks of Derivatives. Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the instruments may not be liquid. | Acquiring Fund Small-Mid Special Value Fund Special Value Fund U.S. Small Cap Value Fund | |
IPOs. Shares issued in IPOs expose the Fund to risks associated with companies that have little operating history, as well as risks inherent in sectors of the market where new issuers operate. The market for IPO issuers has been volatile, and share prices of certain newly-public companies have fluctuated significantly over short periods of time. | Small-Mid Special Value Fund |
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Principal Risk | Funds Subject to Risk | |
Lower Rate Securities (Junk Bonds). The prices of these securities are likely to be more sensitive to adverse economic changes, resulting in increased volatility of market prices of these securities during periods of economic uncertainty, or adverse individual corporate developments, than higher rated securities. In addition, during an economic downturn or substantial period of rising interest rates, junk bond issuers and, in particular, highly leveraged issuers may experience financial stress and junk bonds may have a higher incidence of default than higher-rated securities. | Special Value Fund | |
Medium Capitalization Companies. Investing in securities of medium capitalization companies involves greater risk than is customarily associated with investing in larger, more established companies. Often the stocks of these companies may be more volatile and less liquid than stocks of more established companies and may be subject to more abrupt and erratic price movements. These stocks may have returns that vary, sometimes significantly from the overall stock market. Often medium capitalization companies and the industries in which they are focused are still evolving and, while this may offer better growth potential than larger more established companies, it also may make them sensitive to changing market conditions. | Small-Mid Special Value Fund U.S. Small/Mid Cap Value Fund |
Corresponding | ||||||||
Small-Mid Special | U.S. Small/Mid | U.S. Small Cap | Share Class of | |||||
Value Fund | Special Value Fund | Cap Value Fund | Value Fund | Acquiring Fund | ||||
Class A | ||||||||
Class B | Class A | Class A | Class A | Class A | ||||
— | Class B | Class B | Class B | Class B | ||||
Class C | Class C | Class C | Class C | Class C | ||||
Class Y | Class Y | Class Y | Class Y | Class Y |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Small-Mid | U.S. Small | U.S. | ||||||||||||||||||
Special Value | Special | Cap Value | Small/Mid | Acquiring | ||||||||||||||||
Fund | Value Fund | Fund | Cap Fund | Fund | ||||||||||||||||
(000,000s) | (000,000s) | (000,000s) | (000,000s) | (000,000s) | ||||||||||||||||
at 4/30/2010 | at 7/31/2010 | at 3/31/2010 | at 6/30/2010 | at 3/31/2010 | ||||||||||||||||
Aggregate capital loss carryovers on a tax basis (1) | ($ | 26.0 | ) | ($ | 16.4 | ) | ($ | 80.4 | ) | ($ | 5.8 | ) | ($ | 20.3 | ) | |||||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 22.8 | $ | 53.7 | $ | 153.3 | $ | 0.6 | $ | 170.6 | ||||||||||
Aggregate Net Asset Value | $ | 95.1 | $ | 321.8 | $ | 828.5 | $ | 12.5 | $ | 963.7 | ||||||||||
Approximate annual limitation (2) | $ | 3.8 | $ | 12.8 | $ | 33.0 | $ | 0.5 | $ | 38.4 |
(1) | Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
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Estimated Portion | ||||||||||||
of Total | ||||||||||||
Reorganization | ||||||||||||
Estimated Proxy | Estimated Total | Costs to be Paid | ||||||||||
Solicitation Costs | Reorganization Costs | by the Funds | ||||||||||
Small-Mid Special Value Fund | $ | 87,000 | $ | 130,000 | $ | 0 | ||||||
Special Value Fund | $ | 156,000 | $ | 200,000 | $ | 200,000 | ||||||
U.S. Small/Mid Cap Value Fund | $ | 300 | $ | 40,000 | $ | 0 | ||||||
U.S. Small Cap Value Fund | $ | 414,000 | $ | 460,000 | $ | 0 | ||||||
Acquiring Fund | N/A | $ | 30,000 | $ | 30,000 |
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U.S. | ||||||||||||||||||||||||||||
Small-Mid | Small/Mid | U.S. Small | ||||||||||||||||||||||||||
Special | Special | Value Cap | Cap Value | Acquiring | Pro Forma | Acquiring Fund | ||||||||||||||||||||||
Value Fund | Value Fund | Fund | Fund | Fund | Adjustments | (pro forma) | ||||||||||||||||||||||
Net assets (all classes) | $ | 84,399,282 | $ | 325,022,633 | $ | 13,178,577 | $ | 754,787,049 | $ | 1,070,030,005 | $ | (200,000 | ) | $ | 2,247,217,546 | |||||||||||||
Class A net assets | $ | 23,325,708 | $ | 273,990,240 | $ | 144,540 | $ | 158,286,834 | $ | 778,545,997 | $ | 41,795,865 | 1 | $ | 1,276,089,184 | |||||||||||||
Class A shares outstanding | 2,283,191 | 21,984,328 | 17,266 | 6,960,681 | 48,979,017 | 42,738 | 2 | 80,267,221 | ||||||||||||||||||||
Class A net asset value per share | $ | 10.22 | $ | 12.46 | $ | 8.37 | $ | 22.74 | $ | 15.90 | — | $ | 15.90 | |||||||||||||||
Class B net assets3 | $ | 41,964,463 | $ | 25,821,084 | $ | 11,820 | $ | 116,514 | $ | 38,130,871 | $ | (41,980,351 | )1 | $ | 64,064,401 | |||||||||||||
Class B shares outstanding3 | 4,389,299 | 2,544,206 | 1,415 | 5,137 | 2,629,207 | (5,151,359 | )2 | 4,417,905 | ||||||||||||||||||||
Class B net asset value per share3 | $ | 9.56 | $ | 10.15 | $ | 8.35 | $ | 22.68 | $ | 14.50 | — | $ | 14.50 | |||||||||||||||
Class C net assets | $ | 14,802,065 | $ | 21,397,350 | $ | 13,485 | $ | 99,141 | $ | 116,017,554 | $ | (13,167 | )1 | $ | 152,316,428 | |||||||||||||
Class C shares outstanding | 1,587,852 | 2,103,935 | 1,615 | 4,371 | 8,085,156 | (1,168,487 | )2 | 10,614,442 | ||||||||||||||||||||
Class C net asset value per share | $ | 9.32 | $ | 10.17 | $ | 8.35 | $ | 22.68 | $ | 14.35 | — | $ | 14.35 | |||||||||||||||
Class Y net assets | $ | 4,307,046 | $ | 3,813,959 | $ | 13,008,732 | $ | 596,284,560 | $ | 137,335,583 | $ | (2,347 | )1 | $ | 754,747,533 | |||||||||||||
Class Y shares outstanding | 409,529 | 288,436 | 1,545,888 | 25,975,955 | 8,558,043 | 10,256,412 | 2 | 47,034,263 | ||||||||||||||||||||
Class Y net asset value per share | $ | 10.52 | $ | 13.22 | $ | 8.42 | $ | 22.96 | $ | 16.05 | — | $ | 16.05 |
1. | Pro forma net assets have been adjusted for the allocated portion of the Special Value Fund’s expenses to be incurred in connection with the Reorganization. The costs of each Reorganization have been allocated among all classes based on relative net assets of each class of their respective Fund. | |
2. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds shareholder accounts based on the relative value of each Target Fund’s and the Acquiring Fund’s net asset value per share. | |
3. | Holders of Class B shares of the Small-Mid Special Value Fund will receive Class A shares of the Acquiring Fund upon the closing of the Reorganization. |
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Target Fund/Share Class | Number of Shares Outstanding |
A-1
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Percent | ||||||||||||||||
Number of | Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | % |
* | The Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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Percent | ||||||||||||||||
Number of | Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | % |
* | The Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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D-1
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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-2-
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
-3-
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-4-
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4. | REPRESENTATIONS AND WARRANTIES |
-5-
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-6-
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-7-
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-8-
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-9-
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
-10-
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-11-
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
-12-
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
-14-
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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Net Asset | Ratio of Net | |||||||||||||||||||||||||||||||||||||||||||||||||||
Value, | Net Realized | Distributions | Distributions | Net Assets at | Ratio of | Investment | ||||||||||||||||||||||||||||||||||||||||||||||
Beginning | Net | and | Total from | from Net | from Net | Net Asset | End of the | Expenses | Income/Loss | |||||||||||||||||||||||||||||||||||||||||||
of the | Investment | Unrealized | Investment | Investment | Realized | Total | Value, End of | Total | Period | to Average | to Average Net | Portfolio | ||||||||||||||||||||||||||||||||||||||||
Period | Loss(a) | Gain/Loss | Operations | Income | Gain | Distributions | the Period | Return(b) | (In millions) | Net Assets | Assets | Turnover | ||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, 2010 | $ | 9.56 | (0.05 | ) | 6.55 | 6.50 | -0- | (c) | -0- | -0- | (c) | $ | 16.06 | 68.04 | % | $ | 675.9 | 1.25 | % | (0.38 | %) | 28 | % | |||||||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, 2010 | $ | 8.77 | (0.09 | ) | 6.01 | 5.92 | -0- | -0- | -0- | $ | 14.69 | 67.50 | %(d) | $ | 49.1 | 1.62 | %(d) | (0.78 | %)(d) | 28 | % | |||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, 2010 | $ | 8.72 | (0.14 | ) | 5.97 | 5.83 | -0- | -0- | -0- | $ | 14.55 | 66.86 | % | $ | 109.9 | 2.00 | % | (1.14 | %) | 28 | % | |||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, 2010 | $ | 9.63 | (0.02 | ) | 6.61 | 6.59 | 0.03 | -0- | 0.03 | $ | 16.19 | 68.43 | % | $ | 128.8 | 1.00 | % | (0.13 | %) | 28 | % |
(a) | Based on average shares outstanding. | |
(b) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum Class A sales charge of 5.75%, or any contingent deferred sales charge (CDSC) on Class A Shares, Class B Shares or Class C Shares. On purchases of $1 million or more of Class A Shares, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. Class B Shares are subject to a maximum CDSC of 5% charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. Class C Shares are subject to a maximum CDSC of 1% charged on certain redemptions made within one year of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% for Class A Shares and up to 1% for Class B Shares and Class C Shares and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(c) | Amount is less than $0.01 per share. | |
(d) | The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income/Loss to Average Net Assets reflect actual 12b-1 fees of less than 1%. |
E-2
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Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||
Ratio of | expenses to | Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||
expenses to | average net | net | ||||||||||||||||||||||||||||||||||||||||||||||
Net losses on | Net assets, | average net | assets without | investment | ||||||||||||||||||||||||||||||||||||||||||||
Net asset | securities | Dividends | end of | assets with fee | fee waivers | income | ||||||||||||||||||||||||||||||||||||||||||
value, | Net | (both realized | Total from | from net | Net asset | period | waivers and/or | and/or | (loss) to | |||||||||||||||||||||||||||||||||||||||
beginning of | investment | and | investment | investment | value, end of | Total | (000s | expenses | expenses | average net | Portfolio | |||||||||||||||||||||||||||||||||||||
period | loss(a) | unrealized) | operations | income | period | Return(b) | omitted) | absorbed(c) | absorbed(c) | assets(c) | Turnover(d) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 7.80 | $ | (0.01 | ) | $ | (0.31 | ) | $ | (0.32 | ) | $ | — | $ | 7.48 | (4.10 | )% | $ | 75 | 1.39 | % | 1.40 | % | (0.29 | )% | 35 | % | |||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10(e) | 7.77 | (0.01 | ) | (0.28 | ) | (0.29 | ) | — | 7.48 | (3.73 | ) | 10 | 2.26 | 2.26 | (1.16 | ) | 35 | |||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10(e) | 7.77 | (0.01 | ) | (0.28 | ) | (0.29 | ) | — | 7.48 | (3.73 | ) | 10 | 2.26 | 2.26 | (1.16 | ) | 35 | |||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 7.82 | (0.00 | ) | (0.30 | ) | (0.30 | ) | — | 7.52 | (3.84 | ) | 12,432 | 1.14 | 1.15 | (0.04 | ) | 35 |
(a) | Calculated using average shares outstanding. | |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. | |
(c) | Ratios are annualized and based on average daily net assets (000’s omitted) of $93, $2, $2 and $21,158 for Class A, Class B, Class C and Class Y shares, respectively. | |
(d) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. | |
(e) | Commencement date of June 1, 2010 for Class B and Class C shares. |
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Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rebate from | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ratio of Net | Morgan | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Asset | Net Realized | Distributions | Net Asset | Net Assets at | Ratio of | Investment | Stanley | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Value, | Net | and | Total from | from Net | Distributions | Value, End | End of the | Expenses | Income/Loss | Affiliates to | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning of | Investment | Unrealized | Investment | Investment | from Net | Total | Redemption | of the | Total | Period | to Average | to Average | Average Net | Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||
the Period | Income/Loss(a) | Gain/Loss | Operations | Income | Realized Gain | Distributions | Fees | Period | Return(b) | (In thousands) | Net Assets | Net Assets | Assets | Turnover | ||||||||||||||||||||||||||||||||||||||||||||||
Class P | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six Months Ended March 31, 2010 | $ | 19.97 | (0.02 | ) | 3.06 | 3.04 | — | — | — | -0- | (c) | $ | 23.01 | 15.22 | %(d)(e) | $ | 168,427 | 1.04 | %(f)(g) | (0.19 | )%(f)(g) | 0.01 | %(g) | 15 | %(d) | |||||||||||||||||||||||||||||||||||
Class I Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six Months Ended March 31, 2010 | $ | 20.11 | 0.01 | 3.08 | 3.09 | — | — | — | -0- | (c) | $ | 23.20 | 15.37 | %(d)(e) | $ | 660,106 | 0.79 | %(f)(g) | 0.05 | %(f)(g) | 0.01 | %(g) | 15 | %(d) |
(a) | Per share amount is based on average shares outstanding. | |
(b) | Calculated based on the net asset value as of the last business day of the period. | |
(c) | Amount is less than $0.005 per share. | |
(d) | Non-Annualized. | |
(e) | Performance was positively impacted by approximately 0.10% due to the receipt of proceeds from the settlements of class action suits involving primarily two of the Portfolio’s past holdings. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had these settlements not occurred, the total return for Class P and Class I shares would have been approximately 15.12% and 15.27%, respectively. | |
(f) | The Ratios of Expenses and Net Investment Loss reflect the rebate of certain Portfolio expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as “Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets.” | |
(g) | Annualized |
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§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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AIM EQUITY FUNDS (Invesco Equity Funds)
Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Target Funds | Acquiring Fund | |||
Invesco Large Cap Basic Value Fund | Invesco Van Kampen Comstock Fund | |||
Invesco Value Fund | ||||
Invesco Value II Fund |
Mr. Philip Taylor | ||||
President and Principal Executive Officer | ||||
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AIM EQUITY FUNDS (Invesco Equity Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
, 2011
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• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund. |
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Exhibits | ||||
EXHIBIT A Outstanding Shares of the Target Funds | A-1 | |||
EXHIBIT B Ownership of the Target Funds | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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Basic Value Fund | Acquiring Fund | |
The Fund’s investment objective is long-term growth of capital. | The Fund’s investment objective is to seek capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. | |
Value Fund | ||
The Fund’s investment objective is total return. | ||
Value II Fund | ||
The Fund’s investment objective is above-average total return over a market cycle of three to five years. |
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Combined Pro | ||||||||||||||||||||||||
Current | Forma | |||||||||||||||||||||||
Acquiring | Target Funds | |||||||||||||||||||||||
Fund | + | |||||||||||||||||||||||
Target Funds | Invesco Van | Acquiring Fund | ||||||||||||||||||||||
Invesco Large | Invesco Large | Invesco | Kampen | (assumes all three | ||||||||||||||||||||
Cap Basic | Cap Basic | Invesco Value | Value II | Comstock | Reorganizations | |||||||||||||||||||
Value Fund | Value Fund | Fund | Fund | Fund | are completed) | |||||||||||||||||||
Class A | Investor Class | Class A | Class A | Class A | Class A | |||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | None | 5.50 | % | 5.50 | % | 5.50 | % | 5.50 | % | |||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | None | ||||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||
Management Fees | 0.60 | % | 0.60 | % | 0.42 | % | 0.50 | % | 0.39 | % | 0.39 | % | ||||||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||||||
Other Expenses | 0.81 | % | 0.81 | % | 0.58 | %1 | 0.22 | %1 | 0.25 | %1 | 0.25 | % | ||||||||||||
Total Annual Fund Operating Expenses | 1.66 | % | 1.66 | % | 1.25 | %1 | 0.97 | %1 | 0.89 | %1 | 0.89 | %2 |
Combined Pro | ||||||||||||||||||||
Forma | ||||||||||||||||||||
Target Funds | ||||||||||||||||||||
Current | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | Invesco Van | (assumes all three | ||||||||||||||||||
Invesco Large Cap | Invesco Value | Invesco Value II | Kampen Comstock | Reorganizations | ||||||||||||||||
Basic Value Fund | Fund | Fund | Fund | are completed) | ||||||||||||||||
Class B | Class B | Class B | Class B | Class B | ||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | ||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.60 | % | 0.42 | % | 0.50 | % | 0.39 | % | 0.39 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 0.25 | %3 | 0.25 | %3 | ||||||||||
Other Expenses | 0.81 | % | 0.58 | %1 | 0.22 | %1 | 0.25 | %1 | 0.25 | % | ||||||||||
Total Annual Fund Operating Expenses | 2.41 | % | 2.00 | %1 | 1.72 | %1 | 0.89 | %1 | 0.89 | %2 |
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Combined Pro | ||||||||||||||||||||
Forma | ||||||||||||||||||||
Target Funds | ||||||||||||||||||||
Current | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | Invesco Van | (assumes all three | ||||||||||||||||||
Invesco Large Cap | Invesco Value | Invesco Value II | Kampen Comstock | Reorganizations | ||||||||||||||||
Basic Value Fund | Fund | Fund | Fund | are completed) | ||||||||||||||||
Class C | Class C | Class C | Class C | Class C | ||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.60 | % | 0.42 | % | 0.50 | % | 0.39 | % | 0.39 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||
Other Expenses | 0.81 | % | 0.58 | %1 | 0.22 | %1 | 0.25 | %1 | 0.25 | % | ||||||||||
Total Annual Fund Operating Expenses | 2.41 | % | 2.00 | %1 | 1.72 | %1 | 1.64 | %1 | 1.64 | % 2 |
Combined Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring Fund | (assumes all three | |||||||||||
Target Fund | Invesco Van Kampen | Reorganizations are | ||||||||||
Invesco Large Cap Basic Value Fund | Comstock Fund | completed) | ||||||||||
Class R | Class R | Class R | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.60 | % | 0.39 | % | 0.39 | % | ||||||
Distribution and Service (12b-1) Fees | 0.50 | % | 0.50 | % | 0.50 | % | ||||||
Other Expenses | 0.81 | % | 0.25 | %1 | 0.25 | % | ||||||
Total Annual Fund Operating Expenses | 1.91 | % | 1.14 | %1 | 1.14 | % 2 |
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Combined Pro | ||||||||||||||||||||
Forma | ||||||||||||||||||||
Target Funds | ||||||||||||||||||||
Current | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | Invesco Van | (assumes all three | ||||||||||||||||||
Invesco Large Cap | Invesco Value | Invesco Value II | Kampen Comstock | Reorganizations | ||||||||||||||||
Basic Value Fund | Fund | Fund | Fund | are completed) | ||||||||||||||||
Class Y | Class Y | Class Y | Class Y | Class Y | ||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.60 | % | 0.42 | % | 0.50 | % | 0.39 | % | 0.39 | % | ||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None | |||||||||||||||
Other Expenses | 0.81 | % | 0.58 | %1 | 0.22 | %1 | 0.25 | %1 | 0.25 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.41 | % | 1.00 | %1 | 0.72 | %1 | 0.64 | %1 | 0.64 | % 2 |
Combined Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Target Fund | Acquiring Fund | (assumes all three | ||||||||||
Invesco Large Cap | Invesco Van Kampen | Reorganizations are | ||||||||||
Basic Value Fund | Comstock Fund | completed) | ||||||||||
Institutional Class | Institutional Class | Institutional Class | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.60 | % | 0.39 | % | 0.39 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.22 | % | 0.15 | %1 | 0.05 | % | ||||||
Total Annual Fund Operating Expenses | 0.82 | % | 0.54 | %1 | 0.44 | %2 |
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* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Basic Value Fund (October 31, 2009), Value Fund (September 30, 2009), Value II Fund (September 30, 2009) and the Acquiring Fund (December 31, 2009). Pro forma numbers are estimated as if the Reorganization had been completed as of January 1, 2009 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Basic Value Fund, the Value Fund and the Value II Fund will bear are $110,000, $140,000 and $90,000, respectively. Invesco Advisers estimates that shareholders of the Basic Value Fund, the Value Fund and the Value II Fund will recoup these costs through reduced expenses in two months or less, five months or less, and twelve months or less, respectively. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganizations” below. | |
1. | Based on estimated amounts for the current fiscal year. | |
2. | Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 0.89%, Class B shares to 1.64%, Class C shares to 1.64% , Class R shares to 1.14%, Class Y shares to 0.64% and Institutional Class shares to 0.64% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
3. | Reflects actual 12b-1 fees currently paid under the Acquiring Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Invesco Large Cap Basic Value Fund — Class A | $ | 709 | $ | 1,045 | $ | 1,403 | $ | 2,407 | ||||||||
Invesco Large Cap Basic Value Fund — Investor Class | $ | 169 | $ | 523 | $ | 902 | $ | 1,965 | ||||||||
Invesco Value Fund — Class A | $ | 670 | $ | 925 | $ | 1,199 | $ | 1,978 | ||||||||
Invesco Value II Fund — Class A | $ | 644 | $ | 842 | $ | 1,057 | $ | 1,674 | ||||||||
Acquiring Fund — Class A | $ | 636 | $ | 830 | $ | 1,016 | $ | 1,586 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class A (assuming all three Transactions are completed) | $ | 636 | $ | 818 | $ | 1,016 | $ | 1,586 | ||||||||
Invesco Large Cap Basic Value Fund — Class B | $ | 744 | $ | 1,051 | $ | 1,485 | $ | 2,561 | ||||||||
Invesco Large Cap Basic Value Fund — Class B (if you did not redeem your shares) | $ | 244 | $ | 751 | $ | 1,285 | $ | 2,561 | ||||||||
Invesco Value Fund — Class B | $ | 703 | $ | 927 | $ | 1,278 | $ | 2,134 | ||||||||
Invesco Value Fund — Class B (if you did not redeem your shares) | $ | 203 | $ | 627 | $ | 1,078 | $ | 2,134 | ||||||||
Invesco Value II Fund — Class B | $ | 675 | $ | 842 | $ | 1,133 | $ | 1,831 | ||||||||
Invesco Value II Fund — Class B (if you did not redeem your shares) | $ | 175 | $ | 542 | $ | 933 | $ | 1,831 | ||||||||
Acquiring Fund — Class B1 | $ | 591 | $ | 584 | $ | 693 | $ | 1,096 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) 1 | $ | 91 | $ | 284 | $ | 493 | $ | 1,096 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class B (assuming all three Transactions are completed) 1 | $ | 591 | $ | 584 | $ | 693 | $ | 1,096 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class B (assuming all three Transactions are completed) (if you did not redeem your shares) 1 | $ | 91 | $ | 284 | $ | 493 | $ | 1,096 | ||||||||
Invesco Large Cap Basic Value Fund — Class C | $ | 344 | $ | 751 | $ | 1,285 | $ | 2,746 | ||||||||
Invesco Large Cap Basic Value Fund — Class C (if you did not redeem your shares) | $ | 244 | $ | 751 | $ | 1,285 | $ | 2,746 | ||||||||
Invesco Value Fund — Class C | $ | 303 | $ | 627 | $ | 1,078 | $ | 2,327 | ||||||||
Invesco Value Fund — Class C (if you did not redeem your shares) | $ | 203 | $ | 627 | $ | 1,078 | $ | 2,327 | ||||||||
Invesco Value II Fund — Class C | $ | 275 | $ | 542 | $ | 933 | $ | 2,030 | ||||||||
Invesco Value II Fund — Class C (if you did not redeem your shares) | $ | 175 | $ | 542 | $ | 933 | $ | 2,030 | ||||||||
Acquiring Fund — Class C | $ | 267 | $ | 529 | $ | 892 | $ | 1,944 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 167 | $ | 529 | $ | 892 | $ | 1,944 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class C (assuming all three Transactions are completed) | $ | 267 | $ | 517 | $ | 892 | $ | 1,944 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class C (assuming all three Transactions are completed) (if you did not redeem your shares) | $ | 167 | $ | 517 | $ | 892 | $ | 1,944 | ||||||||
Invesco Large Cap Basic Value Fund — Class R | $ | 194 | $ | 600 | $ | 1,032 | $ | 2,233 | ||||||||
Acquiring Fund — Class R | $ | 116 | $ | 374 | $ | 628 | $ | 1,386 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class R (assuming all three Transactions are completed) | $ | 116 | $ | 362 | $ | 628 | $ | 1,386 | ||||||||
Invesco Large Cap Basic Value Fund — Class Y | $ | 144 | $ | 446 | $ | 771 | $ | 1,691 | ||||||||
Invesco Value Fund — Class Y | $ | 102 | $ | 318 | $ | 552 | $ | 1,225 | ||||||||
Invesco Value II Fund — Class Y | $ | 74 | $ | 230 | $ | 401 | $ | 894 | ||||||||
Acquiring Fund — Class Y | $ | 65 | $ | 217 | $ | 357 | $ | 798 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class Y (assuming all three Transactions are completed) | $ | 65 | $ | 205 | $ | 357 | $ | 798 | ||||||||
Invesco Large Cap Basic Value Fund — Institutional Class | $ | 84 | $ | 262 | $ | 455 | $ | 1,014 | ||||||||
Acquiring Fund — Institutional Class | $ | 47 | $ | 160 | $ | 302 | $ | 677 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Investor Class (assuming all three Transactions are completed) | $ | 45 | $ | 141 | $ | 246 | $ | 555 |
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1. | Reflects actual 12b-1 fees currently paid under the Acquiring Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. |
1 Year | 5 Years | 10 Years | ||||||||||
Acquiring Fund — Class A (inception date: 10/07/1968)1 | ||||||||||||
Return Before Taxes | 3.12 | % | -0.71 | % | 10.49 | % | ||||||
Return After Taxes on Distributions | 2.67 | % | -1.57 | % | 7.13 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.06 | % | -0.61 | % | 7.13 | % | ||||||
Invesco Large Cap Basic Value Fund — Class A (inception date: | ||||||||||||
06/30/1999) | ||||||||||||
Return Before Taxes | -2.82 | % | -5.20 | % | 0.76 | % | ||||||
Return After Taxes on Distributions | -2.89 | % | -5.65 | % | 0.42 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.74 | % | -4.21 | % | 0.63 | % | ||||||
Invesco Value Fund — Class A (inception date: 11/25/1998)2 | ||||||||||||
Return Before Taxes | 4.12 | % | 0.35 | % | 2.74 | % | ||||||
Return After Taxes on Distributions | 3.89 | % | -0.29 | % | 2.44 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.96 | % | 0.31 | % | 2.38 | % | ||||||
Invesco Value II Fund — Class A (inception date: 07/17/1996)2 | ||||||||||||
Return Before Taxes | 3.20 | % | 0.49 | % | 6.12 | % | ||||||
Return After Taxes on Distributions | 2.79 | % | -0.53 | % | 4.67 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.16 | % | 0.39 | % | 4.77 | % |
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. | |
1. | The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Van Kampen Asset Management and was reorganized into the Acquiring Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Acquiring Fund. The returns of the Acquiring Fund are different from the predecessor fund as they had different expenses and sales charges. | |
2. | The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Morgan Stanley Investment Advisors Inc. and was reorganized into the Target Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Target Fund. The returns of the Target Fund are different from the predecessor fund as they had different expenses and sales charges. |
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• | Invesco Asset Management Deutschland GmbH; | |
• | Invesco Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. | |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Investments in equity securities generally are affected by changes in the stock markets which fluctuate substantially over time, sometimes suddenly and sharply. The value of a convertible security tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying equity security. | Acquiring Fund Basic Value Fund | |
Interest Rate Risk. Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration. | Basic Value Fund | |
Credit Risk. The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating. | Basic Value Fund | |
Exchange-Traded Funds Risk. An investment by an underlying fund in ETFs generally presents the same primary risks as an investment in a mutual fund. In addition, ETFs may be subject to the following: (1) a discount of the ETF’s shares to its net asset value; (2) failure to develop an active trading market for the ETF’s shares; (3) the listing exchange halting trading of the ETF’s shares; (4) failure of the ETF’s shares to track the referenced index; and (5) holding troubled securities in the referenced index. | Basic Value Fund | |
Value Investing. A value style of investing emphasizes undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on value equity securities are less than the returns on other styles of investing or the overall stock markets. | Acquiring Fund Basic Value Fund Value Fund Value II Fund | |
Foreign Risks. The risks of investing in securities of foreign issuers, including emerging market issuers, can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in securities regulation and trading, and foreign taxation issues. | Acquiring Fund Basic Value Fund Value Fund | |
Foreign and Emerging Market Securities. Investments in foreign markets entail special risks such as currency, political, economic and market risks. There also may be greater market volatility, less reliable financial information, higher transaction and custody costs, decreased market liquidity and less government and exchange regulation associated with investments in foreign markets. The risks of investing in emerging market countries are greater than risks associated with investments in foreign developed countries. In addition, the portfolio’s investments may be denominated in foreign currencies and therefore, changes in the value of a country’s currency compared to the U.S. dollar may affect the value of the Fund’s investments. | Value II Fund | |
U.S. Government Obligations Risk. The Fund may invest in obligations issued by U.S. government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default. | Basic Value Fund Value Fund | |
Counterparty Risk. Certain instruments may be subject to the risk that the other party to a contract will not fulfill its contractual obligations. | Basic Value Fund | |
Limited Number of Holdings Risk. The Fund may invest a large percentage of its assets in a limited number of securities, which could negatively affect the value of the Fund. | Basic Value Fund | |
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Funds |
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Principal Risk | Funds Subject to Risk | |
Small- and Medium-Sized Companies Risk. During an overall stock market decline, stock prices of small- or medium-sized companies often fluctuate more than stock prices of larger companies or the market averages in general. In addition, such companies typically are subject to a greater degree of change in earnings and business prospects than are larger companies and may be less liquid than larger-sized companies. In addition, small- and medium-sized companies may have more limited markets, financial resources and product lines, and may lack the depth of management of larger companies. | Acquiring Fund | |
Securities of Small Companies. Investments in smaller companies may involve greater risk than investments in larger, more established companies. The securities issued by smaller companies may be less liquid and their prices subject to more abrupt or erratic price movements. In addition, smaller companies may have more limited markets, financial resources and product lines, and may lack the depth of management of larger companies. The Adviser’s perception that a stock is under- or over-valued may not be accurate or may not be realized. | Value II Fund | |
Risks of Investing in Real Estate Investment Trusts (REITs). Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general. In addition, REITs depend upon specialized management skills, may not be diversified, may have less trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs must comply with certain requirements of the federal income tax law to maintain their federal income tax status. Investments in REITs may involve duplication of management fees and certain other expenses. | Acquiring Fund Value Fund Value II Fund | |
Risks of Using Derivative Instruments. Derivative transactions involve risks different from direct investments in underlying securities. Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. | Acquiring Fund Basic Value Fund Value II Fund | |
Common Stock and Other Equity Securities. In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions. Investments in convertible securities subject the Fund to the risks associated with both fixed-income securities, including credit risk and interest rate risk, and common stocks. | Acquiring Fund Value Fund Value II Fund | |
Leveraging Risk. Certain transactions may give rise to a form of leverage. To mitigate leveraging risk, the Fund will earmark liquid assets or otherwise cover the transactions that may give rise to such risk. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking requirements. Leverage, including borrowing, may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. | Value II Fund | |
Fixed-Income Securities. All fixed-income securities are subject to two types of risk: credit risk and interest rate risk. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. | Value Fund |
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Target Fund Share | Acquiring Fund Share | |
Classes | Classes | |
A | A | |
B | B | |
C | C | |
Y | Y | |
R | R | |
Investor | A | |
Institutional | Institutional |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; |
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• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Basic Value | ||||||||||||||||
Fund | Value Fund | Value II Fund | Acquiring Fund | |||||||||||||
(000,000s) | (000,000s) | (000,000s) | (000,000s) | |||||||||||||
at 4/30/2010 | at 3/31/2010 | at 3/31/2010 | at 6/30/2010 | |||||||||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (48.0 | ) | $ | (19.8 | ) | $ | (32.3 | ) | $ | (3,165.2 | ) | ||||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 14.0 | $ | (4.9 | ) | $ | (7.0 | ) | $ | (1,007.4 | ) | |||||
Aggregate Net Asset Value | $ | 174.6 | $ | 111.5 | $ | 180.1 | $ | 7,413.5 | ||||||||
Approximate annual limitation (2) | $ | 6.9 | $ | 4.4 | $ | 7.2 | N/A |
(1) | Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
Estimated Portion | ||||||||||||
of Total | ||||||||||||
Reorganization | ||||||||||||
Costs to be Paid | ||||||||||||
Estimated Proxy | Estimated Total | by the Target | ||||||||||
Solicitation Costs | Reorganization Costs | Funds | ||||||||||
Invesco Large Cap Basic Value Fund | $ | 70,000 | $ | 110,000 | $ | 110,000 | ||||||
Invesco Value Fund | $ | 93,000 | $ | 140,000 | $ | 140,000 | ||||||
Invesco Value II Fund | $ | 44,000 | $ | 90,000 | $ | 90,000 |
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Basic | ||||||||||||||||||||||||
Value | Value | Value II | Acquiring | Pro Forma | Acquiring Fund | |||||||||||||||||||
Fund | Fund | Fund | Fund | Adjustments | (pro forma) | |||||||||||||||||||
Net assets (all classes)1 | $ | 83,301,173 | $ | 99,671,110 | $ | 165,681,694 | $ | 7,975,314,431 | $ | (340,000 | )2 | $ | 8,323,628,408 | |||||||||||
Class A net assets | $ | 47,808,339 | $ | 75,375,967 | $ | 108,963,068 | $ | 5,370,548,098 | $ | 15,067,625 | 2 | $ | 5,617,763,097 | |||||||||||
Class A shares outstanding | 5,077,157 | 6,568,332 | 7,827,405 | 378,074,246 | (2,072,211 | )3 | 395,474,929 | |||||||||||||||||
Class A net asset value per share | $ | 9.42 | $ | 11.48 | $ | 13.92 | $ | 14.21 | $ | — | $ | 14.21 | ||||||||||||
Class B net assets | $ | 7,704,952 | $ | 15,051,749 | $ | 10,877 | $ | 537,025,613 | $ | (31,322 | )2 | $ | 559,761,869 | |||||||||||
Class B shares outstanding | 859,910 | 1,348,027 | 782 | 37,805,915 | (607,183 | )3 | 39,407,451 | |||||||||||||||||
Class B net asset value per share | $ | 8.96 | $ | 11.17 | $ | 13.91 | $ | 14.20 | $ | — | $ | 14.20 | ||||||||||||
Class C net assets | $ | 8,556,112 | $ | 8,430,243 | $ | 21,259 | $ | 481,209,451 | $ | (23,151 | )2 | $ | 498,193,914 | |||||||||||
Class C shares outstanding | 955,247 | 761,518 | 1,528 | 33,859,372 | (522,859 | )3 | 35,054,806 | |||||||||||||||||
Class C net asset value per share | $ | 8.96 | $ | 11.07 | $ | 13.91 | $ | 14.21 | $ | — | $ | 14,21 | ||||||||||||
Class Y net assets | $ | 1,644,360 | $ | 813,151 | $ | 56,686,490 | $ | 1,264,184,487 | $ | (34,107 | )2 | $ | 1,323,294,381 | |||||||||||
Class Y shares outstanding | 174,106 | 69,730 | 4,067,989 | 89,014,459 | (150,586 | )3 | 93,175,698 | |||||||||||||||||
Class Y net asset value per share | $ | 9.44 | $ | 11.66 | $ | 13.93 | $ | 14.20 | $ | — | $ | 14.20 | ||||||||||||
Class R net assets | $ | 1,654,855 | $ | — | $ | — | $ | 168,187,781 | $ | (2,185 | )2 | $ | 169,840,451 | |||||||||||
Class R shares outstanding | 177,454 | — | — | 11,839,244 | (61,095 | )3 | 11,955,603 | |||||||||||||||||
Class R net asset value per share | $ | 9.33 | $ | — | $ | — | $ | 14.21 | $ | — | $ | 14.21 | ||||||||||||
Investor Class net assets | $ | 15,316,046 | $ | — | $ | — | $ | — | $ | (15,316,046 | )4 | $ | — | |||||||||||
Investor Class shares outstanding | 1,623,239 | — | — | — | (1,623,239 | )4 | — | |||||||||||||||||
Investor Class net asset value per share | $ | 9.44 | $ | — | $ | — | $ | — | $ | — | — | |||||||||||||
Institutional Class net assets | $ | 616,509 | $ | — | $ | — | $ | 154,159,001 | $ | (814 | )2 | $ | 154,774,696 | |||||||||||
Institutional Class shares outstanding | 64,992 | — | — | 10,862,166 | (21,584 | )3 | 10,905,574 | |||||||||||||||||
Institutional Class net asset value per share | $ | 9.49 | $ | — | $ | — | $ | 14.19 | $ | 14.19 |
1. | Each Target Fund and the Acquiring Fund currently have Class A, Class, B, Class C, and Class Y shares outstanding. The Basic Value Fund and Acquiring Fund also have Class R and Institutional Class shares outstanding, and the Basic Value Fund also has Investor Class shares outstanding. | |
2. | Pro forma net assets have been adjusted for the allocated portion of the Target Funds’ expenses to be incurred in connection with the Reorganization. The costs of each Reorganization have been allocated among all classes based on relative net assets of each class of their respective Fund. | |
3. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds’ shareholder accounts based on the relative value of the Target Funds’ and Acquiring Fund’s net asset value per share assuming the Reorganization would have taken place on September 30, 2010. | |
4. | Holders of the Basic Value Fund Investor Class shares will receive Class A shares of the Acquiring Fund upon closing of the Reorganization. |
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Target Fund/Share Classes | Number of Shares Outstanding | |
A-1
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Number of | Percent Owned of | |||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||
Name and Address | _____% |
* | AIM Sector Funds and AIM Equity Funds have no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
B-1
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Number of | Percent Owned of | |||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||
Name and Address | _____% |
* | AIM Sector Funds have no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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D-1
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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-2-
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
-3-
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4. | REPRESENTATIONS AND WARRANTIES |
-5-
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
-14-
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net asset | Distributions | Net assets at | Ratio of | investment | ||||||||||||||||||||||||||||||||||||||||||||||||
value, | Net | Net realized and | Total from | from net | Distributions | end of the | expenses to | income to | ||||||||||||||||||||||||||||||||||||||||||||
beginning of | investment | unrealized | investment | investment | from net | Total | Net asset value, end | period (in | average net | average net | Portfolio | |||||||||||||||||||||||||||||||||||||||||
period | income(a) | gain/loss | operations | income | realized gain | distributions | of the period | Total return(b) | millions) | assets | assets | Turnover | ||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 13.81 | $ | 0.10 | $ | (0.94 | ) | $ | (0.84 | ) | $ | 0.10 | -0- | $ | 0.10 | $ | 12.87 | (6.10 | )%(*) | $ | 5,032.5 | 0.87 | %(c) | 1.48 | %(c) | 8 | %(*) | |||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 13.81 | $ | 0.10 | $ | (0.94 | ) | $ | (0.84 | ) | $ | 0.10 | -0- | $ | 0.10 | $ | 12.87 | (6.10 | )%(d)(*) | $ | 533.9 | 0.87 | %(d)(c) | 1.45 | %(d)(c) | 8 | %(*) | |||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 13.81 | $ | 0.05 | $ | (0.93 | ) | $ | (0.88 | ) | $ | 0.05 | -0- | $ | 0.05 | $ | 12.88 | (6.38 | )%(*) | $ | 457.6 | 1.62 | %(c) | 0.72 | %(c) | 8 | %(*) | |||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 13.80 | $ | 0.12 | $ | (0.93 | ) | $ | (0.81 | ) | $ | 0.12 | -0- | $ | 0.12 | $ | 12.87 | (5.98 | )%(*) | $ | 1,119.7 | 0.62 | %(c) | 1.74 | %(c) | 8 | %(*) | |||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 13.81 | $ | 0.09 | $ | (0.94 | ) | $ | (0.85 | ) | $ | 0.09 | -0- | $ | 0.09 | $ | 12.87 | (6.21 | )%(*) | $ | 154.9 | 1.12 | %(c) | 1.23 | %(c) | 8 | %(*) | |||||||||||||||||||||||||
Institutional Class(e) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
06/01/10 to 06/30/10 | $ | 13.33 | $ | 0.03 | $ | (0.44 | ) | $ | (0.41 | ) | $ | 0.06 | -0- | $ | 0.06 | $ | 12.86 | (3.08 | )%(*) | $ | 114.8 | 0.44 | %(c) | 2.76 | %(c) | 8 | %(*) |
(a) | Based on average shares outstanding. | |
(b) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum Class A sales charge of 5.75%, or contingent deferred sales charge (CDSC) on Class A Shares, Class B Shares or Class C Shares. On purchases of $1 million or more of Class A Shares, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. Class B Shares are subject to a maximum CDSC of 5% charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. Class C Shares are subject to a maximum CDSC of 1% charged on certain redemptions made within one year of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% for Class A Shares and up to 1% for Class B Shares and Class C Shares and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(c) | Ratios are annualized and based on average daily net assets (000s omitted) of $5,666,312, $679,558, $522,508, $1,270,486, $168,175, and $10 for Class A, Class B, Class C, ,Class Y, Class R and Institutional Class shares, respectively. | |
(d) | The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income/Loss to Average Net Assets reflect actual 12b-1 fees of less than 1%. | |
(e) | June 1, 2010 (Commencement of operations) to June 30, 2010. | |
(*) | Non-Annualized |
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Net asset | Net gains (losses) | Net assets, | Ratio of | Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||||||
value, | on securities (both | Total from | Dividends from | Distributions | Net asset | end of | expenses to | investment income | ||||||||||||||||||||||||||||||||||||||||||||
beginning of | Net investment | realized and | investment | net investment | from net | Total | value, end of | period (000s | average net | (loss) to average net | Portfolio | |||||||||||||||||||||||||||||||||||||||||
period | income (loss)(a) | unrealized) | operations | income | realized gains | distributions | period | Total Return(b) | omitted) | assets(c) | assets | Turnover(c) | ||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 8.84 | $ | (0.01 | ) | $ | 1.51 | $ | 1.50 | $ | (0.05 | ) | $ | — | $ | (0.05 | ) | $ | 10.29 | 16.97 | %(e) | $ | 59,909 | 1.45 | %(d) | (0.28 | )%(d) | 13 | % | |||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 8.43 | $ | (0.05 | ) | $ | 1.45 | $ | 1.40 | $ | — | $ | — | $ | — | $ | 9.83 | 16.61 | %(e) | $ | 10,012 | 2.20 | %(d) | (1.03 | )%(d) | 13 | % | |||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 8.43 | $ | (0.05 | ) | $ | 1.45 | $ | 1.40 | $ | — | $ | — | $ | — | $ | 9.83 | 16.61 | %(e) | $ | 10,474 | 2.20 | %(d) | (1.03 | )%(d) | 13 | % | |||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six month ended 04/30/10 | $ | 8.76 | $ | (0.02 | ) | $ | 1.50 | $ | 1.48 | $ | (0.03 | ) | $ | — | $ | (0.03 | ) | $ | 10.21 | 16.89 | % | $ | 1,945 | 1.70 | %(d) | (0.533 | )%(d) | 13 | % | |||||||||||||||||||||||
Class Y(d) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 8.87 | $ | (0.00 | ) | $ | 1.50 | $ | 1.50 | $ | (0.06 | ) | $ | — | $ | (0.06 | ) | $ | 10.31 | 17.02 | %(e) | $ | 3,125 | 1.20 | %(d) | (0.03 | )%(d) | 13 | % | |||||||||||||||||||||||
Investor Class | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 8.86 | $ | (0.01 | ) | $ | 1.52 | $ | 1.51 | $ | (0.05 | ) | $ | — | $ | (0.05 | ) | $ | 10.32 | 17.04 | % | $ | 18,139 | 1.45 | %(d) | (0.28 | )%(d) | 13 | % | |||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 8.89 | $ | (0.02 | ) | $ | 1.51 | $ | 1.53 | $ | (0.08 | ) | $ | — | $ | (0.05 | ) | $ | 10.34 | 17.32 | % | $ | 73,947 | 0.75 | %(d) | 0.42 | %(d) | 13 | % |
(a) | Calculated using average shares outstanding. | |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. | |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. | |
(d) | Ratios are annualized and based on average daily net assets (000s omitted) of $56,932, $10,406, $10,104, $1,876, $2,540, $17,370 and $71,845 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively. |
Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||
Net losses on | Net assets, | investment | ||||||||||||||||||||||||||||||||||||||||||
Net asset value, | securities (both | Total from | Dividends from | Net asset | end of | Ratio of expenses | income (loss) to | |||||||||||||||||||||||||||||||||||||
beginning of | Net investment | realized and | investment | net investment | value, end of | Total | period (000s | to average net | average net | Portfolio | ||||||||||||||||||||||||||||||||||
period | income (loss)(a) | unrealized) | operations | income | period | Return(b) | omitted) | assets(c) | assets(c) | Turnover(d) | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 10.57 | $ | 0.06 | $ | 1.17 | $ | 1.23 | $ | (0.16 | ) | $ | 11.64 | 11.76 | %(e) | $ | 79,830 | 1.20 | %(f)(g) | 1.02 | %(f)(g) | 9 | %(g) | |||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 10.27 | $ | 0.01 | $ | 1.15 | $ | 1.16 | $ | (0.06 | ) | $ | 11.37 | 11.34 | %(e) | $ | 22,158 | 1.95 | %(f)(g) | 0.27 | %(f)(g) | 9 | %(g) | |||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 10.21 | $ | 0.01 | $ | 1.14 | $ | 1.15 | $ | (0.09 | ) | $ | 11.27 | 11.29 | %(e) | $ | 9,257 | 1.95 | %(f)(g) | 0.27 | %(f)(g) | 9 | %(g) | |||||||||||||||||||||
Class Y(d) | ||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 10.73 | $ | 0.07 | $ | 1.19 | $ | 1.26 | $ | (0.18 | ) | $ | 11.81 | 11.91 | %(e) | $ | 290 | 0.95 | %(f)(g) | 1.27 | %(f)(g) | 9 | %(g) |
(a) | Calculated using average shares outstanding. | |
(b) | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. | |
(c) | Reflects overall Fund ratios for investment income and non-class specific expenses. | |
(d) | Calculated using Class I shares of the predecessor Fund. | |
(e) | Not annualized. | |
(f) | The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The rebate for the period was less than 0.005%, and had no effect on the ratios. | |
(g) | Annualized. |
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Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||
Net losses on | Net assets, | investment | ||||||||||||||||||||||||||||||||||||||||||
Net asset value, | securities (both | Total from | Dividends from | Net asset | end of | Ratio of expenses | income (loss) to | |||||||||||||||||||||||||||||||||||||
beginning of | Net investment | realized and | investment | net investment | value, end of | Total | period (000s | to average net | average net | Portfolio | ||||||||||||||||||||||||||||||||||
period | income (loss)(a) | unrealized) | operations | income | period | Return(b) | omitted) | assets(c) | assets(c) | Turnover | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 12.95 | $ | 0.10 | $ | 1.41 | $ | 1.51 | $ | (0.08 | ) | $ | 14.38 | 11.72 | %(d)(e) | $ | 104,692 | 0.72 | %(f) | 1.46 | %(f) | 15 | %(d) | |||||||||||||||||||||
Class P | ||||||||||||||||||||||||||||||||||||||||||||
Six months ended 03/31/10 | $ | 12.93 | $ | 0.08 | $ | 1.41 | $ | 1.49 | $ | (0.06 | ) | $ | 14.36 | 11.61 | %(d)(e) | $ | 121,735 | 0.97 | %(f) | 1.22 | %(f) | 15 | %(d) |
(a) | Calculated using average shares outstanding. | |
(b) | [Does not reflect the deduction of sales charge.] Calculated based on the net asset value as of the last business day of the period. | |
(c) | The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The ratio of the rebate for the period was 0.01% (annualized) for both Class I and Class P shares. | |
(d) | Not annualized. | |
(e) | Performance was positively impacted by approximately 0.39% due to the receipt of proceeds from the settlements of class action suits involving primarily two of the portfolio’s past holdings. This was a one-time settlement, and as a result, the impact on the NAV and consequently the performance will not likely be repeated in the future. Had these settlements not occurred, the total return for Class I and Class P shares would have been approximately 11.33% and 11.22%, respectively. | |
(f) | Annualized. |
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§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Mr. Philip Taylor | ||||
President and Principal Executive Officer |
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11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, 2011
• | Prospectuses for the Target Fund and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Fund and Acquiring Fund; and |
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• | Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund. |
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EXHIBIT A Outstanding Shares of the Target Fund | A-1 | |||
EXHIBIT B Ownership of the Target Fund | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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Target Fund | Acquiring Fund | |
Long-term growth of capital | Capital growth and income |
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | 5.50 | % | 5.50 | % | ||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.65 | %3 | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 0.51 | % | 0.45 | %1 | 0.45 | % | ||||||
Total Annual Fund Operating Expenses | 1.41 | % | 1.45 | %1 | 1.35 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.04 | %2 | 0.00 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.41 | % | 1.41 | %1 | 1.35 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class B | Class B | Class B | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.65 | %3 | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 0.99 | %4 | 1.00 | % | ||||||
Other Expenses | 0.51 | % | 0.45 | %1 | 0.45 | % | ||||||
Total Annual Fund Operating Expenses | 2.16 | % | 2.19 | %1 | 2.10 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.04 | %2 | 0.00 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.16 | % | 2.15 | %1 | 2.10 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class C | Class C | Class C | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.65 | %3 | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 0.99 | % | ||||||
Other Expenses | 0.51 | % | 0.45 | %1 | 0.45 | % | ||||||
Total Annual Fund Operating Expenses | 2.16 | % | 2.20 | %1 | 2.09 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.04 | %2 | 0.00 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.16 | % | 2.16 | %1 | 2.09 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class R | Class R | Class R | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | † | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | † | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | † | 0.65 | %3 | |||||||
Distribution and Service (12b-1) Fees | 0.50 | % | † | 0.50 | % | |||||||
Other Expenses | 0.51 | % | † | 0.45 | % | |||||||
Total Annual Fund Operating Expenses | 1.66 | % | † | 1.60 | % | |||||||
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Pro Forma | ||||||||||||
�� | Target Fund | |||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class Y | Class Y | Class Y | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | 0.75 | % | 0.65 | %3 | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.51 | % | 0.45 | %1 | 0.45 | % | ||||||
Total Annual Fund Operating Expenses | 1.16 | % | 1.20 | %1 | 1.10 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.04 | %2 | 0.00 | % | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.16 | % | 1.16 | %1 | 1.10 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Institutional | Institutional | Institutional | ||||||||||
Class | Class | Class | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | † | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | † | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.65 | % | † | 0.65 | %3 | |||||||
Distribution and Service (12b-1) Fees | None | † | None | |||||||||
Other Expenses | 0.14 | % | † | 0.12 | % | |||||||
Total Annual Fund Operating Expenses | 0.79 | % | † | 0.77 | % | |||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Target Fund (December 31, 2009) and the Acquiring Fund (March 31, 2010). Pro forma numbers are estimated as if the Reorganization had been completed as of April 1, 2009 and do not include the estimated costs of the Reorganization. The Target Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganization” below. | |
† | Class R shares and Institutional Class shares will not be issued until the consummation of the Reorganization (the “Closing”). | |
1 | Based on estimated amounts for the current fiscal year. | |
2 | Invesco Advisers has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 1.41%, Class B shares to 2.16%, Class C shares to 2.16%, Class R shares to 1.66% , Class Y shares to 1.16% and Institutional Class shares to 1.16% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
3 | Effective upon the closing of the Reorganization, the Acquiring Fund’s advisory fee schedule has been amended so that it matches the fee of the Target Fund. The advisory fee rates to be paid to the Adviser based on the annual rate of the Fund’s average daily net assets are as follows: 0.695% of the first $250 million, plus 0.67% of the next $250 million, plus 0.645% of the next $500 million, plus 0.62% of the next $1.5 billion, plus 0.595% of the next $2.5 billion, plus 0.57% of the next $2.5 billion, plus 0.545% of the next $2.5 billion, plus 0.52% of the Fund’s average daily net assets in excess of $10 billion. | |
4 | Reflects actual 12b-1 fees currently paid under the Acquiring Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund — Class A | $ | 686 | $ | 972 | $ | 1,279 | $ | 2,148 | ||||||||
Acquiring Fund — Class A | $ | 686 | $ | 976 | $ | 1,291 | $ | 2,183 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class A (assuming the Reorganization is completed) | $ | 680 | $ | 954 | $ | 1,249 | $ | 2,085 | ||||||||
Target Fund — Class B | $ | 719 | $ | 976 | $ | 1,359 | $ | 2,303 | ||||||||
Target Fund — Class B (if you did not redeem your shares) | $ | 219 | $ | 676 | $ | 1,159 | $ | 2,303 | ||||||||
Acquiring Fund — Class B* | $ | 718 | $ | 981 | $ | 1,371 | $ | 2,333 | ||||||||
Acquiring Fund — Class B* (if you did not redeem your shares) | $ | 218 | $ | 681 | $ | 1,171 | $ | 2,333 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) | $ | 713 | $ | 958 | $ | 1,329 | $ | 2,240 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 213 | $ | 658 | $ | 1,129 | $ | 2,240 | ||||||||
Target Fund — Class C | $ | 319 | $ | 676 | $ | 1,159 | $ | 2,493 | ||||||||
Target Fund — Class C (if you did not redeem your shares) | $ | 219 | $ | 676 | $ | 1,159 | $ | 2,493 | ||||||||
Acquiring Fund — Class C | $ | 319 | $ | 680 | $ | 1,172 | $ | 2,528 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 219 | $ | 680 | $ | 1,172 | $ | 2,528 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) | $ | 312 | $ | 655 | $ | 1,124 | $ | 2,421 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 212 | $ | 655 | $ | 1,124 | $ | 2,421 | ||||||||
Target Fund — Class R | $ | 169 | $ | 523 | $ | 902 | $ | 1,965 | ||||||||
Acquiring Fund — Class R | † | † | † | † | ||||||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class R (assuming the Reorganization is completed) | $ | 163 | $ | 505 | $ | 871 | $ | 1,900 | ||||||||
Target Fund — Class Y | $ | 118 | $ | 368 | $ | 638 | $ | 1,409 | ||||||||
Acquiring Fund — Class Y | $ | 118 | $ | 373 | $ | 652 | $ | 1,447 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class Y (assuming the Reorganization is completed) | $ | 112 | $ | 350 | $ | 606 | $ | 1,340 | ||||||||
Target Fund — Institutional Class | $ | 81 | $ | 252 | $ | 439 | $ | 978 | ||||||||
Acquiring Fund — Institutional Class | † | † | † | † | ||||||||||||
Combined Pro forma Target Fund + Acquiring Fund - Institutional Class (assuming the Reorganization is completed) | $ | 79 | $ | 246 | $ | 428 | $ | 954 |
* | Reflects actual 12b-1 fees currently paid under the Acquiring Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. | |
† | Class R shares and Institutional Class shares will not be issued until the Closing. |
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10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund — Class A (inception date June 25, 2001) | ||||||||||||
Return Before Taxes | 1.90 | % | (2.43 | )% | 1.30 | % | ||||||
Return After Taxes on Distributions | 1.77 | % | (3.29 | )% | 0.71 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 1.40 | % | (2.01 | )% | 1.09 | % | ||||||
Target Fund — Class A | ||||||||||||
Return Before Taxes | (3.63 | )% | (4.58 | )% | (0.26 | )% | ||||||
Return After Taxes on Distributions | (3.85 | )% | (5.58 | )% | (0.82 | )% | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (2.07 | )% | (3.75 | )% | (0.20 | )% |
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. |
• | Invesco Asset Management Deutschland GmbH; | |
• | Invesco Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply. | Acquiring Fund Target Fund | |
Value Investing Style. The Fund emphasizes a value style of investing, which focuses on undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on “value” equity securities are less than returns on other styles of investing or the overall stock market. Value stocks also may decline in price, even though in theory they are already underpriced. | Acquiring Fund Target Fund | |
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Fund | |
Foreign Risks. The risks of investing in securities of foreign issuers, including emerging market issuers, can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in securities regulation and trading, and foreign taxation issues. Emerging market issuer risk is not a principal risk for the Target Fund. | Acquiring Fund Target Fund | |
Small and Medium Capitalization Companies. Investments in small and medium capitalization companies entail greater risks than those associated with larger, more established companies. Often the stock of these companies may be more volatile and less liquid than the stock of more established companies. These stocks may have returns that vary, sometimes significantly, from the overall stock market. | Acquiring Fund | |
Risks of Investing in REITs. Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and other expenses. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets. | Acquiring Fund | |
Risks of Derivatives. Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the instruments may not be liquid. | Acquiring Fund | |
Limited Number of Holdings Risk. The Fund may invest a large percentage of its assets in a limited number of securities, which could negatively affect the value of the Fund. | Target Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |
Class A shares | Class A shares | |
Class B shares | Class B shares | |
Class C shares | Class C shares | |
Class R shares | Class R shares* | |
Class Y shares | Class Y shares | |
Institutional Class shares | Institutional Class shares* |
* | Class R and Institutional Class shares will not be issued until the Closing. |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Target Fund | Acquiring Fund | |||||||
(000,000s) | (000,000s) | |||||||
at 6/30/2010 | at 3/31/2010 | |||||||
Aggregate capital loss carryovers on a tax basis 1 | ($450.5 | ) | ($63.9 | ) | ||||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | ($59.2 | ) | $ | 3.4 | ||||
Aggregate Net Asset Value | $ | 1,134.6 | $ | 122.4 | ||||
Approximate annual limitation 2 | N/A | $ | 4.9 |
1 | Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
2 | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
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Estimated Portion | ||||||||||||
of Total | ||||||||||||
Estimated Total | Reorganization | |||||||||||
Estimated Proxy | Reorganization | Costs to be Paid by | ||||||||||
Solicitation Costs | Costs | the Funds | ||||||||||
Target Fund | $ | 894,000 | $ | 940,000 | $ | 0 | ||||||
Acquiring Fund | N/A | $ | 30,000 | $ | 30,000 |
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Acquiring Fund (pro | |||||||||||||||||
Target Fund | Acquiring Fund | Pro FormaAdjustments | forma) | ||||||||||||||
Net assets (all classes)1 | $ | 1,164,102,143 | $ | 61,930,668 | $ | (940,000 | ) | $ | 1,225,092,811 | ||||||||
Class A net assets | $ | 849,523,092 | $ | 43,790,915 | $ | (685,981 | )2 | $ | 892,628,026 | ||||||||
Class A shares outstanding | 44,317,747 | 5,022,913 | 53,031,477 | 3 | 102,372,137 | ||||||||||||
Class A net asset value per share | $ | 19.17 | $ | 8.72 | $ | 8.72 | |||||||||||
Class B net assets | $ | 130,023,563 | $ | 7,508,479 | $ | (104,993 | )2 | $ | 137,427,049 | ||||||||
Class B shares outstanding | 7,605,144 | 880,223 | 7,628,498 | 3 | 16,113,865 | ||||||||||||
Class B net asset value per share | $ | 17.10 | $ | 8.53 | $ | 8.53 | |||||||||||
Class C net assets | $ | 115,957,403 | $ | 7,910,078 | $ | (93,634 | )2 | $ | 123,773,847 | ||||||||
Class C shares outstanding | 6,783,145 | 928,971 | 6,827,938 | 3 | 14,540,054 | ||||||||||||
Class C net asset value per share | $ | 17.09 | $ | 8.51 | $ | 8.51 | |||||||||||
Class Y net assets | $ | 17,015,419 | $ | 2,721,196 | $ | (13,740 | )2 | $ | 19,722,875 | ||||||||
Class Y shares outstanding | 883,990 | 312,347 | 1,068,142 | 3 | 2,264,479 | ||||||||||||
Class Y net asset value per share | $ | 19.25 | $ | 8.71 | $ | 8.71 | |||||||||||
Class R net assets | $ | 22,156,842 | N/A | $ | (17,891 | )2 | $ | 22,138,951 | |||||||||
Class R shares outstanding | 1,171,047 | N/A | 1,367,751 | 3,4 | 2,538,798 | ||||||||||||
Class R net asset value per share | $ | 18.92 | N/A | $ | 8.72 | ||||||||||||
Institutional Class net assets | $ | 29,425,824 | N/A | $ | (23,761 | )2 | $ | 29,402,063 | |||||||||
Institutional Class shares outstanding | 1,491,756 | N/A | 1,884,660 | 3,4 | 3,376,416 | ||||||||||||
Institutional Class net asset value per share | $ | 19.73 | N/A | $ | 8.71 |
1. | The Target Fund and the Acquiring Fund currently have Class A, Class B, Class C and Class Y shares outstanding. The Target Fund also has Class R and Institutional Class shares outstanding. As of September 30, 2010, Class R and Institutional Class shares of the Acquiring Fund did not exist. Class R and Institutional Class shares will be first issued in connection with the Reorganization. | |
2. | Pro forma net assets have been adjusted for the allocated portion of the Target Fund’s expenses to be incurred in connection with the Reorganization. The Reorganization costs have been allocated among all classes based on relative net assets of each class of their respective Fund. | |
3. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund’s shareholder accounts based on the relative value of the Target Fund’s and the Acquiring Fund’s net asset value per share. | |
4. | Holders of Class R and Institutional Class shares of the Target Fund will be issued Class R and Institutional Class shares, respectively, of the Acquiring Fund. Class R shares will commence operations at the net asset value per share of the Acquiring Fund’s Class A shares. Institutional Class shares will commence operations at the net asset value per share of the Acquiring Fund’s Class Y shares. |
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Target Fund/Share Classes | Number of Shares Outstanding | |
Invesco Basic Value Fund | ||
Class A | ||
Class B | ||
Class C | ||
Class R | ||
Class Y | ||
Institutional Class |
A-1
Table of Contents
Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | The Target Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
B-1
Table of Contents
Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | The Acquiring Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
C-1
Table of Contents
D-1
Table of Contents
1. | DESCRIPTION OF THE REORGANIZATIONS |
Table of Contents
-2-
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
-3-
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-4-
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4. | REPRESENTATIONS AND WARRANTIES |
-5-
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-7-
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-8-
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-9-
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
-10-
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-11-
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
-12-
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-13-
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
-14-
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
Table of Contents
Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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E-1
Table of Contents
Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net asset | Net | Distributions | Distributions | Ratio of | investment | |||||||||||||||||||||||||||||||||||||||||||||||
value, | investment | Total from | from net | from net | Net asset | Net assets, | expenses | income (loss) | ||||||||||||||||||||||||||||||||||||||||||||
beginning | income | Net realized and | investment | investment | realized | Total | value, end | Total | end of period | to average | to average | Portfolio | ||||||||||||||||||||||||||||||||||||||||
of period | (loss)(a) | unrealized gain | operations | income | gain | Distributions | of period | Return(b) | (in millions) | net assets | net assets | Turnover | ||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 3/31/10 | $ | 5.84 | $ | 0.06 | $ | 3.12 | $ | 3.18 | $ | 0.07 | $ | — | $ | 0.07 | $ | 8.95 | 54.55 | % | $ | 54.0 | 1.44 | % | 0.72 | % | 13 | % | ||||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 3/31/10 | 5.73 | (0.00 | )(c) | 3.06 | 3.06 | — | — | — | 8.79 | 53.40 | 8.6 | 2.19 | (0.03 | ) | 13 | |||||||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 3/31/10 | 5.73 | (0.00 | )(c) | 3.06 | 3.06 | 0.02 | — | 0.02 | 8.77 | 53.42 | (d) | 9.3 | 2.18 | (d) | (0.02 | )(d) | 13 | |||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 3/31/10 | 5.83 | 0.07 | 3.13 | 3.20 | 0.09 | — | 0.09 | 8.94 | 54.98 | 50.5 | 1.19 | 0.96 | 13 |
(a) | Based on average shares outstanding. | |
(b) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum Class A sales charge of 5.75% or contingent deferred sales charge (CDSC) on Class A Shares, Class B Shares or Class C Shares. On purchases of $1 million or more of Class A Shares, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. Class B Shares are subject to a maximum CDSC of 5% charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. Class C Shares are subject to a maximum CDSC of 1% charged on certain redemptions made within one year of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% for Class A Shares and up to 1% for Class B Shares and Class C Shares and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(c) | Amount is less than $0.01 per share. | |
(d) | The total return, ratio of expenses to average net assets, and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of less than 1%. |
E-2
Table of Contents
Ratio of | Ratio of | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net gains | expenses | expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
(losses) | to average | to average net | Ratio of net | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net asset | Net | on securities | Dividends | Distributions | net assets | assets without | investment | |||||||||||||||||||||||||||||||||||||||||||||||||
value, | investment | (both | Total from | from net | from net | Net asset | Net assets, | with fee waivers | fee waivers | income (loss) | ||||||||||||||||||||||||||||||||||||||||||||||
beginning | income | realized and | investment | investment | realized | Total | value, end | Total | end of period | and/or expenses | and/or expenses | to average | Portfolio | |||||||||||||||||||||||||||||||||||||||||||
of period | (loss)(a) | unrealized) | operations | income | gains | Distributions | of period | Return(b) | (000s omitted) | absorbed(c) | absorbed(c) | net assets(c) | Turnover(d) | |||||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 19.71 | $ | (0.01 | ) | $ | (2.20 | ) | $ | (2.21 | ) | $ | — | $ | — | $ | — | $ | 17.50 | (11.21 | )% | $ | 814,789 | 1.32 | % | 1.32 | % | (0.05 | )% | 76 | % | |||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 17.68 | (0.07 | ) | (1.97 | ) | (2.04 | ) | — | — | — | 15.64 | (11.54 | ) | 137,962 | 2.07 | 2.07 | (0.80 | ) | 76 | |||||||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 17.67 | (0.07 | ) | (1.96 | ) | (2.03 | ) | — | — | — | 15.64 | (11.49 | ) | 112,308 | 2.07 | 2.07 | (0.80 | ) | 76 | |||||||||||||||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 19.49 | (0.03 | ) | (2.18 | ) | (2.21 | ) | — | — | — | 17.28 | (11.34 | ) | 20,242 | 1.57 | 1.57 | (0.30 | ) | 76 | |||||||||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 19.75 | 0.02 | (2.21 | ) | (2.19 | ) | — | — | — | 17.56 | (11.09 | ) | 20,018 | 1.07 | 1.07 | 0.20 | 76 | |||||||||||||||||||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 20.20 | 0.05 | (2.27 | ) | (2.22 | ) | — | — | — | 17.98 | (10.99 | ) | 29,326 | 0.80 | 0.80 | 0.47 | 76 |
(a) | Based on average shares outstanding. | |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. | |
(c) | Ratios are annualized and based on average daily net assets (000’s omitted) of $953,361, $196,219, $134,351, $24,011, $20,538 and $32,259 for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares, respectively. | |
(d) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. |
E-3
Table of Contents
STATEMENT OF ADDITIONAL INFORMATION
[ ], 2011
To the
Registration Statement on Form N-14 Filed by:
On behalf of Invesco Utilities Fund, Invesco Van Kampen Comstock Fund, Invesco Van Kampen Small
Cap Value Fund and Invesco Van Kampen Value Opportunities Fund
Houston, Texas 77046-1173
(800) 959-4246
Invesco Funds:
Invesco Van Kampen Utility Fund
Invesco Large Cap Basic Value Fund
Invesco Value Fund
Invesco Value II Fund
Invesco Small-Mid Special Value Fund
Invesco Special Value Fund
Invesco U.S. Small Cap Value Fund
Invesco U.S. Small/Mid Cap Value Fund
Invesco Basic Value Fund
Table of Contents
Target Fund | Acquiring Fund | |
Invesco Van Kampen Utility Fund | Invesco Utilities Fund | |
Invesco Large Cap Basic Value Fund | Invesco Van Kampen Comstock Fund | |
Invesco Value Fund | Invesco Van Kampen Comstock Fund | |
Invesco Value II Fund | Invesco Van Kampen Comstock Fund | |
Invesco Small-Mid Special Value Fund | Invesco Van Kampen Small Cap Value Fund | |
Invesco Special Value Fund | Invesco Van Kampen Small Cap Value Fund | |
Invesco U.S. Small Cap Value Fund | Invesco Van Kampen Small Cap Value Fund | |
Invesco U.S. Small/Mid Cap Value Fund | Invesco Van Kampen Small Cap Value Fund | |
Invesco Basic Value Fund | Invesco Van Kampen Value Opportunities Fund |
1. | Statement of Additional Information dated November 10, 2010, for AIM Sector Funds (Invesco Sector Funds) with respect to Invesco Van Kampen Utility Fund, Invesco Van Kampen Comstock Fund, Invesco Value Fund, Invesco Value II Fund, Invesco Van Kampen Small Cap Value Fund, Invesco Small-Mid Special Value Fund, Invesco Special Value Fund, Invesco U.S. Small Cap Value Fund, Invesco U.S. Small/Mid Cap Value Fund and Invesco Van Kampen Value Opportunities Fund (filed via EDGAR on November 9, 2010, Accession No. 0000950123-10-102688). | ||
2. | Statement of Additional Information dated July 27, 2010, for AIM Sector Funds (Invesco Sector Funds) with respect to Invesco Utilities Fund (filed via EDGAR on July 23, 2010, Accession No. 0000950123-10-067724). | ||
3. | Statement of Additional Information dated March 11, 2010, for AIM Equity Funds (Invesco Equity Funds) with respect to Invesco Large Cap Basic Value Fund (filed via EDGAR on March 10, 2010, Accession No. 0000950123-10-023088) (“SAI I”). | ||
4. | Supplement dated March 30, 2010 to SAI I (filed via EDGAR on March 30, 2010, Accession No. 0000950123-10-029928). | ||
5. | Supplement dated April 6, 2010 to SAI I (filed via EDGAR on April 6, 2010, Accession No. 0000950123-10-032499). | ||
6. | Supplement dated April 30, 2010 to SAI I (filed via EDGAR on April 30, 2010, Accession No. 0000950123-10-041321). | ||
7. | Supplement dated May 12, 2010 to SAI I (filed via EDGAR on May 12, 2010, Accession No. 0000950123-10-048448). | ||
8. | Supplement dated May 13, 2010 to SAI I (filed via EDGAR on May 13, 2010, Accession No. 0000005272-10-000001). |
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9. | Supplement dated June 2, 2010 to SAI I (filed via EDGAR on June 2, 2010, Accession No. 0000950123-10-055209). | ||
10. | Supplement dated June 15, 2010 to SAI I (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058297). | ||
11. | Supplement dated June 29, 2010 to SAI I (filed via EDGAR on June 29, 2010, Accession No. 0000950123-10-062271). | ||
12. | Statement of Additional Information dated April 30, 2010, for AIM Growth Series (Invesco Growth Series) with respect to Invesco Basic Value Fund (filed via EDGAR on April 28, 2010, Accession No. 0000950123-10-038955) (“SAI II”). | ||
13. | Supplement dated May 12, 2010 to SAI II (filed via EDGAR on May 12, 2010, Accession No. 0000950123-10-048444). | ||
14. | Supplement dated June 15, 2010 to SAI II (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058312). | ||
15. | Supplement dated June 16, 2010 to SAI II (filed via EDGAR on June 16, 2010, Accession No. 0000950123-10-058658). | ||
16. | Supplement dated June 29, 2010 to SAI II (filed via EDGAR on June 29, 2010, Accession No. 0000950123-10-062265). | ||
17. | Supplement dated September 17, 2010 to SAI II (filed via EDGAR on September 17, 2010, Accession No. 0000950123-10-087009). | ||
18. | Supplement dated October 5, 2010 to SAI II (filed via EDGAR on October 5, 2010, Accession No. 0000950123-10-091450). | ||
19. | The audited financial statements and related report of the independent public accounting firm included in the AIM Sector Funds (Invesco Sector Funds) Annual Report to Shareholders for the fiscal year ended July 31, 2010, with respect to Invesco Special Value Fund (filed via EDGAR on October 8, 2010, Accession No. 0000950123-10-092205). | ||
20. | The audited financial statements and related report of the independent public accounting firm included in the AIM Sector Funds (Invesco Sector Funds) Annual Report to Shareholders for the fiscal year ended April 30, 2010, with respect to Invesco Utilities Fund (filed via EDGAR on June 14, 2010, Accession No. 0000950123-10-057899). | ||
21. | The unaudited financial statements included in the AIM Sector Funds (Invesco Sector Funds) Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2010, with respect to Invesco Van Kampen Comstock Fund and Invesco U.S. Small/Mid Cap Value (filed via EDGAR on September 3, 2010, Accession No. 0000950123-10-083679). | ||
22. | The audited financial statements and related report of the independent public accounting firm included in the Van Kampen Comstock Fund Annual Report to Shareholders for the fiscal year ended December 31, 2009, with respect to the predecessor fund of Invesco Van Kampen Comstock Fund (filed via EDGAR on February 25, 2010, Accession No. 0000950123-10-017032). | ||
23. | The audited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Institutional Fund, Inc. Annual Report to Shareholders for the fiscal year ended December 31, 2009, with respect to the predecessor fund of Invesco U.S. Small/Mid Cap Value Fund (filed via EDGAR on March 8, 2010, Accession No. 0001104659-10-012692). | ||
24. | The unaudited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Value Fund Semi-Annual Report to Shareholders for the fiscal period ended March 31, 2010, with respect to the predecessor fund of Invesco Value Fund (filed via EDGAR on May 28, 2010, Accession No. 0000950123-10-054122). | ||
25. | The audited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Value Fund Annual Report to Shareholders for the fiscal year ended September 30, 2009, with respect to the predecessor fund of Invesco Value Fund (filed via EDGAR on December 9, 2010, Accession No. 0000950123-09-069480). |
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26. | The unaudited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Institutional Fund Trust Semi-Annual Report to Shareholders for the fiscal period ended March 31, 2010, with respect to the predecessor fund of Invesco Value II Fund and Invesco U.S. Small Cap Value Fund (filed via EDGAR on June 4, 2010, Accession No. 0001104659-10-032404). | ||
27. | The audited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Institutional Fund Trust Annual Report to Shareholders for the fiscal year ended September 30, 2009, with respect to the predecessor fund of Invesco Value II Fund and Invesco U.S. Small Cap Value Fund (filed via EDGAR on December 7, 2009, Accession No. 0001104659-09-068744). | ||
28. | The audited financial statements and related report of the independent public accounting firm included in the Van Kampen Equity Trust Annual Report to Shareholders for the fiscal year ended March 31, 2010, with respect to the predecessor fund of Invesco Van Kampen Utility Fund, Invesco Van Kampen Small Cap Value Fund and Invesco Van Kampen Value Opportunities Fund (filed via EDGAR on May 21, 2010, Accession No. 0000950123-10-051661). | ||
29. | The audited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Small-Mid Special Value Fund Annual Report to Shareholders for the fiscal year ended April 30, 2010, with respect to the predecessor fund of Invesco Small-Mid Special Value Fund (filed via EDGAR on May 28, 2010, Accession No. 0000950123-10-054113). | ||
30. | The unaudited financial statements and related report of the independent public accounting firm included in the AIM Equity Funds (Invesco Equity Funds) Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2010, with respect to Invesco Large Cap Basic Value Fund (filed via EDGAR on July 8, 2010, Accession No. 0000950123-10-064232). | ||
31. | The audited financial statements and related report of the independent public accounting firm included in the AIM Equity Funds (Invesco Equity Funds) Annual Report to Shareholders for the fiscal year ended October 31, 2009, with respect to Invesco Large Cap Basic Value Fund (filed via EDGAR on January 7, 2010, Accession No. 0000950123-10-000890). | ||
32. | The unaudited financial statements and related report of the independent public accounting firm included in the AIM Growth Series (Invesco Growth Series) Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2010, with respect to Invesco Basic Value Fund (filed via EDGAR on September 3, 2010, Accession No. 0000950123-10-083688). | ||
33. | The audited financial statements and related report of the independent public accounting firm included in the AIM Growth Series (Invesco Growth Series) Annual Report to Shareholders for the fiscal year ended December 31, 2009, with respect to Invesco Basic Value Fund (filed via EDGAR on March 5, 2010, Accession No. 0000950123-10-021481). |
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Invesco Van Kampen Utility Fund into Invesco Utilities Fund
12 Month Period | ||||
Target Fund | Acquiring Fund | Ended | ||
Invesco Van Kampen Utility Fund | Invesco Utilities Fund | April 30, 2010 |
Shares | ||||||||
Target Fund Share Class | Exchanged | Acquiring Fund Share Class | ||||||
Class A | 6,876,896 | Class A | ||||||
Class B | 836,858 | Class B | ||||||
Class C | 579,950 | Class C | ||||||
Class Y | 54,693 | Class Y |
Table of Contents
Fund | Net Assets | As-of Date | ||||||
Invesco Van Kampen Utility Fund (Target Fund) | $ | 119,352,915 | April 30, 2010 | |||||
Invesco Utilities Fund (Acquiring Fund) | 229,340,557 | April 30, 2010 | ||||||
Invesco Utilities Fund (Pro Forma Combined) | 348,693,472 | April 30, 2010 |
Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 128,003 | ||
Administrative services fees (2) | (35,985 | ) | ||
Professional fees (3) | (47,239 | ) | ||
Trustees’ and officers fees and benefits (4) | (14,600 | ) | ||
Fee waiver and/or expense reimbursements (1) | (693,768 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined net assets. Correspondingly, advisory fee waivers have been adjusted to reflect the contractual agreement by Invesco Advisers, Inc., the Acquiring Fund’s investment adviser (the “Adviser”), to waive advisory fees and/or reimburse expenses through at least June 30, 2013 as part of the contractual expense limitation agreement of the Acquiring Fund. Upon closing of the Reorganization, the Adviser for the Acquiring Fund has contractually agreed through at least June 30, 2013, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class Y, Investor Class and Institutional Class shares to 1.32%, 2.07%, 2.07%, 1.07%, 1.32% and 1.07% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the master administrative services agreement for the Target Fund and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees. |
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Table of Contents
Invesco Small-Mid Special Value Fund, Invesco Special Value Fund,
Invesco U.S. Small/Mid Cap Value Fund and Invesco U.S. Small Cap Value Fund
into Invesco Van Kampen Small Cap Value Fund
12 Month | ||||
Target Fund | Acquiring Fund | Period Ended | ||
Invesco Small-Mid Special Value Fund | Invesco Van Kampen Small Cap Value Fund | March 31, 2010 | ||
Invesco Special Value Fund | ||||
Invesco U.S. Small/Mid Cap Value Fund | ||||
Invesco U.S. Small Cap Value Fund |
Invesco Small- | Invesco U.S. | Invesco U.S. | ||||||||||||||||||
Mid Special | Invesco Special | Small/Mid Cap | Small Cap | |||||||||||||||||
Value Fund | Value Fund | Value Fund Fund | Value Fund | Acquiring | ||||||||||||||||
(Target Fund) | (Target Fund) | (Target Fund) | (Target Fund) | Fund | ||||||||||||||||
Target Funds Share Class | Shares Exchanged | Shares Exchanged | Shares Exchanged | Shares Exchanged | Share Class | |||||||||||||||
Class A | 1,560,873 | 17,427,541 | 5,249 | 10,486,949 | Class A | |||||||||||||||
Class B | 3,007,696 | * | 2,472,610 | — | — | Class B | ||||||||||||||
Class C | 1,095,323 | 1,508,708 | — | — | Class C | |||||||||||||||
Class Y | 317,728 | 131,057 | 1,502,070 | 40,772,494 | Class Y |
* | Class B shares of Invesco Small-Mid Special Value Fund will receive Class A shares of the Acquiring Fund upon closing of the Reorganization. |
Table of Contents
Fund | Net Assets | As-of Date | ||||||
Invesco Small-Mid Special Value Fund (Target Fund) | $ | 94,437,524 | March 31, 2010 | |||||
Invesco Special Value Fund (Target Fund) | 340,552,235 | March 31, 2010 | ||||||
Invesco U.S. Small/Mid Cap Value Fund (Target Fund) | 24,403,936 | March 31, 2010 | ||||||
Invesco U.S. Small Cap Value Fund (Target Fund) | 828,532,578 | March 31, 2010 | ||||||
Invesco Van Kampen Small Cap Value Fund (Acquiring Fund) | 963,748,685 | March 31, 2010 | ||||||
Invesco Van Kampen Small Cap Value Fund (Pro Forma Combined) | 2,251,474,958 | March 31, 2010 |
Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | (334,825 | ) | |
Administrative services fees (2) | (541,015 | ) | ||
Professional fees (3) | (182,156 | ) | ||
Trustees’ and officers fees and benefits (4) | (58,400 | ) | ||
Fee waiver and/or expense reimbursements (1) | (1,862,443 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined net assets. Correspondingly, advisory fee waivers and distribution fee waivers have been adjusted to reflect the contractual agreement by Invesco Advisers, Inc., the Acquiring Fund’s investment adviser (the “Adviser”), to waive advisory fees and/or reimburse expenses through at least June 30, 2012 as part of the contractual expense limitation agreement of the Acquiring Fund. Upon closing of the Reorganization, the Adviser for the Acquiring Fund has contractually agreed through at least June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.03%, 1.78%, 1.78% and 0.78% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. In addition, the Distributor of the Acquiring Fund agreed through at least June 30, 2012, to waive distribution fees for Class B shares to the extent |
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necessary to limit 12b-1 fees to 0.62% of average daily net assets. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreements, both will terminate on June 30, 2012. | ||
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the master administrative services agreement for the Target Fund and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees. |
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Invesco Basic Value Fund into Invesco Van Kampen Value Opportunities Fund
12 Month Period | ||||
Target Fund | Acquiring Fund | Ended | ||
Invesco Basic Value Fund | Invesco Van Kampen Value Opportunities Fund | March 31, 2010 |
Target Fund | Shares | Acquiring Fund | ||||
Share Class | Exchanged | Share Class | ||||
Class A | 111,117,626 | Class A | ||||
Class B | 22,778,504 | Class B | ||||
Class C | 16,064,189 | Class C | ||||
Class R* | 2,810,875 | Class R | ||||
Class Y | 2,640,711 | Class Y | ||||
Institutional Class* | 3,749,104 | Institutional Class |
* | As of March 31, 2010, Class R and Institutional Class of the Acquiring Fund did not exist. Class R and Institutional Class shares were added to Acquiring Fund in connection with the Reorganization. Class R and Institutional Class shares of Acquiring Fund will commence operations at the net asset value per share of Acquiring Fund’s Class A and Class Y shares, respectively. |
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Fund | Net Assets | As-of Date | ||||||
Invesco Basic Value Fund (Target Fund) | $ | 1,418,885,928 | March 31, 2010 | |||||
Invesco Van Kampen Value Opportunities Fund (Acquiring Fund) | $ | 122,424,471 | March 31, 2010 | |||||
Invesco Van Kampen Value Opportunities Fund (Pro Forma Combined) | $ | 1,540,370,399 | March 31, 2010 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | $ | (149,577 | ) | |
Administrative services fees (2) | (22,216 | ) | ||
Distribution fees (3) | (14,025 | ) | ||
Professional fees (4) | (47,239 | ) | ||
Trustees’ and officers fees and benefits (5) | (14,600 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates under a new advisory fee schedule effective upon the closing of the reorganization for the Acquiring Fund based on pro forma combined net assets. Effective upon the closing of the Reorganization, the Acquiring Fund’s advisory fee schedule has changed and will paid to the Adviser based on the annual rate of the Fund’s average daily net assets as follows: 0.695% of the first $250 million, plus 0.67% of the next $250 million, plus 0.645% of the next $500 million, plus 0.62% of the next $1.5 billion, plus 0.595% of the next $2.5 billion, plus 0.57% of the next $2.5 billion, plus 0.545% of the next $2.5 billion , plus 0.52% of the Fund’s average daily net assets in excess of $10 billion. Upon closing of the Reorganization, the Adviser has contractually agreed through at least June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 1.41%, 2.16%, 2.16%, 1.66%, 1.16% and 1.16% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the master administrative services agreement for the Target Fund and the Acquiring Fund. |
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(3) | Under the terms of the master distribution agreement of the Acquiring Fund, distribution fees have been adjusted to reflect the changes in contractual rates in effect for the Acquiring Fund. | |
(4) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(5) | Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees. |
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OTHER INFORMATION
Item 15. | Indemnification | |
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 16(1) and (2) below. Under the Amended and Restated Agreement and Declaration of Trust dated September 14, 2005, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; and (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class). | ||
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $80,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only). | ||
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (“Invesco”) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco to any series of the Registrant shall not automatically impart liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant. |
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Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Sub-Advisory Contract”) between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a “Sub-Adviser”, collectively the “Sub-Advisers”) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss, suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract. | ||
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act will be governed by the final adjudication of such issue. |
Item 16. | Exhibits | |||
(1)(a) | — | (1) Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 46 on Form N-1A, filed on December 1, 2005. | ||
— | (2) Amendment No. 1, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 48 on Form N-1A, filed on July 25, 2006. | |||
— | (3) Amendment No. 2, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 48 on Form N-1A, filed on July 25, 2006. | |||
— | (4) Amendment No. 3, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (5) Amendment No. 4, dated June 19, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. |
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— | (6) Amendment No. 5, dated November 12, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 54 on Form N-1A, filed on November 25, 2009. | |||
— | (7) Amendment No. 6, dated February 12, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (8) Amendment No. 7, dated February 26, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (9) Amendment No. 8, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 61 on Form N-1A, filed on August 26, 2010. | |||
— | (10) Form of Amendment No. 9, dated October 14, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 62 on Form N-1A, filed on October 21, 2010. | |||
(2)(a) | — | (1) Amended and Restated Bylaws dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 46 on Form N-1A, filed on December 1, 2005. | ||
— | (2) Amendment dated, August 1, 2006, to the Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (3) Amendment No. 2, dated March 23, 2007, to the Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (4) Amendment No. 3, dated January 1, 2008, to the Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 50 on Form N-1A, filed on February 14, 2008. | |||
— | (5) Amendment No. 4, dated April 30, 2010, to the Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(3) | — | Voting Trust Agreements — None. | ||
(4) | — | Form of Agreement and Plan of Reorganization by and among the Registrant, on behalf of certain series portfolios, is attached to each Proxy Statement Prospectus contained in this Registration Statement. | ||
(5) | — | Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws, as amended, define rights of holders of shares. |
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(6)(a) | — | (1) Master Investment Advisory Agreement dated November 25, 2003 between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 42 on Form N-1A, filed on July 28, 2004. | ||
— | (2) Amendment No. 1, dated October 15, 2004, to Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on May 27, 2005. | |||
— | (3) Amendment No. 2, dated July 18, 2005, to Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 45 on Form N-1A, filed on August 22, 2005. | |||
— | (4) Amendment No. 3, dated January 1, 2010, to Master Investment Advisory Agreement between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. and formerly A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 56 on Form N-1A, filed on February 12, 2010. | |||
— | (5) Amendment No. 4, dated February 12, 2010, to Master Investment Advisory Agreement between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. and formerly A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (6) Amendment No. 5, dated April 30, 2010, to Master Investment Advisory Agreement between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. and formerly A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(b) | — | (1) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008, between Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | ||
— | (2) Amendment No. 1, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., successor by merger to Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 56 on Form N-1A, filed on February 12, 2010. | |||
— | (3) Amendment No. 2, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. |
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(4) Amendment No. 3, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | ||||
7 (a) | — | (1) First Restated Master Distribution Agreement (all classes except Class B shares), made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant and A I M Distributors. Inc. incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement (all classes except Class B shares), between Registrant and A I M Distributors. Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (3) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (4) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (5) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (6) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (7) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 50 on Form N-1A, filed on February 14, 2008. | |||
— | (8) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 50 on Form N-1A, filed on February 14, 2008. | |||
— | (9) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (10) Amendment No. 9, dated April 30, 2008, to the First Restated Master |
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Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | ||||
— | (11) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (12) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 52 on Form N-1A, filed on September 23, 2008. | |||
— | (13) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (14) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (15) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (16) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (17) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (18) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (19) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. |
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— | (20) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (21) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (22) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (23) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | |||
(d) | — | (1) Second Restated Master Distribution Agreement (Class B and Class B5) dated August 18, 2003, as subsequently amended and restated September 20, 2006, and May 4, 2010 between Registrant and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | ||
— | (2) Amendment No. 1, dated June 1, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | |||
— | (3) Amendment No. 2, dated June 14, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | |||
(c) | — | Form of Selected Dealer Agreement between A I M Distributors, Inc. and selected dealers incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | ||
(d) | — | Form of Bank Selling Group Agreement between A I M Distributors, Inc. and banks incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | ||
(8)(a) | — | Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated January 1, 2008 incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | ||
(b) | — | Form of AIM Funds Director Deferred Compensation Agreement incorporated |
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herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | ||||
(9)() | — | Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust dated June 1, 2010, incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | ||
(10)(a) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 18, 2007. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 52 on Form N-1A, filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (10) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. |
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— | (13) Amendment No. 12, dated February 1, 2010, to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (14) Amendment No. 13, dated February 12, 2010, to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (15) Amendment No. 14, dated April 30, 2010, to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (16) Amendment No. 15, dated May 4, 2010, to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (17) Amendment No. 16, dated June 14, 2010, to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | |||
— | (18) Master Related Agreement to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
(b) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein be reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. |
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— | (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 52 on Form N-1A, filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (10) Amendment No. 9, dated June 2, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (13) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(16) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | ||||
(c) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006 (Class C shares) incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by |
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reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 52 on Form N-1A, filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (10) Amendment No. 9, dated June 2, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (13) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (16) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | |||
— | (17) Master Related Agreement to First Restated Master Distribution Plan |
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(Class C shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | ||||
(d) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006 (Class R shares) incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | |||
— | (4) Amendment No. 3, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (5) Amendment No. 4, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (6) Amendment No. 5, dated June 2, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (7) Amendment No. 6, dated July 1, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
— | (8) Amendment No. 7, dated November 4, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares), will be filed by Post-Effective Amendment, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (9) Amendment No. 8, dated April 30, 2010, to the First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (10) Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | |||
— | (11) Master Related Agreement to First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009. | |||
(e) | — | (1) First Restated Master Distribution Plan (Reimbursement) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. |
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— | (2) Amendment No. 1, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Reimbursement) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (3) Amendment No. 2, dated April 30, 2010, to the First Restated Master Distribution Plan (Reimbursement) (Investor Class Shares), effective July 1, 2004, as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (4) Master Related Agreement to First Restated Master Distribution Plan (Reimbursement) (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
(f) | — | (1) First Restated Master Distribution Plan (Compensation) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated December 20, 2007, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 50 on Form N-1A, filed on February 14, 2008. | |||
— | (3) Amendment No. 2, dated April 28, 2008, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
— | (4) Amendment No. 3, dated April 30, 2010, to the First Restated Master Distribution Plan (Compensation)(Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (5) Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008. | |||
(g) | — | (1) Master Distribution Plan (Class A, Class B and Class C shares) (Reimbursement), dated February 12, 2010, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | ||
— | (2) Amendment No. 1, dated April 30, 2010, to Master Distribution Plan (Class A, Class B and Class C shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (3) Amendment No. 2, dated May 4, 2010, to Master Distribution Plan (Class A, Class B and Class C shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(h) | — | (1) Master Distribution Plan (Class R shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | ||
— | (2) Amendment No. 1, dated April 30, 2010, to Master Distribution Plan (Class R shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. |
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— | (3) Shareholder Service Plan (Class R shares)(Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(i) | — | (1) Amended and Restated Master Distribution Plan (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | ||
— | (2) Amendment No. 1, dated April 30, 2010, to Amended and Restated Master Distribution Plan (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(j) | — | Service Plan (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | ||
(11) | — | Opinion and Consent of Stradley Ronon Stevens & Young, LLP is filed herewith. | ||
(12) | — | Opinion of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and consequences to shareholders will be filed by Post-Effective Amendment. | ||
(13)(a) | — | Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc., incorporated herein by reference to Registrant’s PEA No. 62 on Form N-1A, filed on October 21, 2010. | ||
(b) | — | (1) Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006 between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
— | (2) Amendment No. 1, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 56 on Form N-1A, filed on February 12, 2010. | |||
— | (3) Amendment No. 2, dated February 12, 2010, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
— | (4) Amendment No. 3, dated April 30, 2010, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | |||
(c) | — | Sixth Amended and Restated Memorandum of Agreement, regarding securities lending, dated July 1, 2010, between Registrant and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 59on Form N-1A, filed on July 23, 2010. |
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(d) | — | Memorandum of Agreement, regarding advisory fee waivers and affiliated money market fee waivers, dated July 1, 2010, between Registrant and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010. | ||
(e) | — | Third Amended and Restated Interfund Loan Agreement dated December 30, 2005, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007. | ||
(f) | — | Eighteenth Amended and Restated Multiple Class Plan of The Invesco Family of Funds®, effective December 12, 2001, as further amended and restated April 1, 2010, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010. | ||
(14)(a) | — | Consent of Ernst & Young LLP is filed herewith. | ||
(14)(b) | — | Consent of Deloitte & Touche LLP is filed herewith. | ||
(14)(c) | — | Consent of PricewaterhouseCoopers LLP is filed herewith. | ||
(15) | — | Omitted Financial Statements — None. | ||
(16)(a) | — | Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Pennock, Soll, Sonnenschein, Stickel, Taylor and Whalen are filed herewith. | ||
(b) | — | Power of Attorney for Mr. Frischling incorporated herein by reference to the Initial Registration Statement on Form N-1A is filed herewith. | ||
(17) | — | Form of Proxy Cards relating to Special Meeting of Shareholders is filed herewith. | ||
Item 17. | Undertakings | |||
(1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Act [17 CFR 203.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. | |||
(2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. | |||
(3) | The undersigned Registrant undertakes to file an opinion of counsel supporting the tax matters and consequences to shareholders discussed in the prospectus will be filed by Post-Effective Amendment. |
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Registrant: AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) | ||||
By: | /s/ Philip A. Taylor | |||
Philip A. Taylor, President | ||||
SIGNATURES | TITLE | DATE | ||||
/s/ Philip A. Taylor* | Trustee & President | November 12, 2010 | ||||
(Philip A. Taylor) | (Principal Executive Officer) | |||||
/s/ David C. Arch* | Trustee | November 12, 2010 | ||||
(David C. Arch) | ||||||
/s/ Bob R. Baker* | Trustee | November 12, 2010 | ||||
(Bob R. Baker) | ||||||
/s/ Frank S. Bayley* | Trustee | November 12, 2010 | ||||
(Frank S. Bayley) | ||||||
/s/ James T. Bunch* | Trustee | November 12, 2010 | ||||
(James T. Bunch) | ||||||
/s/ Bruce L. Crockett* | Chair & Trustee | November 12, 2010 | ||||
(Bruce L. Crockett) | ||||||
/s/ Rod Dammeyer* | Trustee | November 12, 2010 | ||||
(Rod Dammeyer) | ||||||
/s/ Albert R. Dowden* | Trustee | November 12, 2010 | ||||
(Albert R. Dowden) | ||||||
/s/ Jack M. Fields* | Trustee | November 12, 2010 | ||||
(Jack M. Fields) | ||||||
/s/ Martin L. Flanagan* | Trustee | November 12, 2010 | ||||
(Martin L. Flanagan) | ||||||
/s/ Carl Frischling* | Trustee | November 12, 2010 | ||||
(Carl Frischling) | ||||||
/s/ Prema Mathai-Davis* | Trustee | November 12, 2010 | ||||
(Prema Mathai-Davis) | ||||||
/s/ Lewis F. Pennock* | Trustee | November 12, 2010 | ||||
(Lewis F. Pennock) |
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SIGNATURES | TITLE | DATE | ||||
/s/ Larry Soll* | Trustee | November 12, 2010 | ||||
(Larry Soll) | ||||||
/s/ Hugo F. Sonnenschein* | Trustee | November 12, 2010 | ||||
(Hugo F. Sonnenschein) | ||||||
/s/ Raymond Stickel, Jr.* | Trustee | November 12, 2010 | ||||
(Raymond Stickel, Jr.) | ||||||
/s/ Wayne W. Whalen* | Trustee | November 12, 2010 | ||||
(Wayne W. Whalen) | ||||||
/s/ Sheri Morris* | Vice President & Treasurer (Principal Financial and | November 12, 2010 | ||||
(Sheri Morris) | Accounting Officer) |
*By: | /s/ Philip A. Taylor | |||
Philip A. Taylor | ||||
Attorney-in-Fact | ||||
* | Philip A. Taylor, pursuant to powers of attorney dated November 5 and 8, 2010, filed herewith. |
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Exhibit | ||
Number | Description | |
11 | Opinion and Consent of Stradley Ronon Stevens & Young, LLP | |
14(a) | Consent of Ernst & Young LLP | |
14(b) | Consent of Deloitte & Touche LLP | |
14(c) | Consent of PricewaterhouseCoopers LLP | |
(16)(a) | Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Pennock, Soll, Sonnenschein, Stickel, Taylor and Whalen | |
(16)(b) | Power of Attorney for Mr. Frischling | |
(17) | Form of Proxy Cards relating to Special Meeting of Shareholders |